Redux
by GodzillaFollower1998
Summary: "What if I pointed out someone in a crowd, and told you that person was going to destroy the world? What would you do? How far would you go to change that destiny, both yours and theirs? How many rules and moral codes would you break? How many lives would you destroy?" Homura Akemi. AU Story.
1. Chapter 1

**Welcome to the first chapter in a new story!**

 **I've been a huge fan of Madoka Magica for a long time, and I've always wanted to write a story about it. I've written a few shorts, but nothing full length like this.**

 **This story is a retelling of the series, thus the title Redux, and it will include an OC (the same OC from my previous short stories). This flic will also change some of the lore of the series, but for the better, I hope.**

 **Now, to say it now rather than later, if you do not like the idea of your favourite characters getting together with a made up character (especially a male character) then please _don't read this story_. Also, if you are very adamant about these things, please _don't leave any hateful comments_. I have some of these on my other short stories about this series and I really don't like my work being hated simply because I'm letting my imagination fly. Thank you.**

 **Now, without further ado, please enjoy!**

 **Disclaimer - I don't own Puella Magi Madoka Magica or any of its characters, it all belongs to Studio Shaft. I only own my OC.**

* * *

 _"I am good, but not an angel. I do sin, but I am not the devil. I am just a small girl in a big world trying to find someone to love."_ Marilyn Monroe.

* * *

It happened so fast.

It happened under five seconds.

Why?

Why did she not foresee it?

The bullet was hot, she barely felt it enter her throat. The gun had a silencer, it made a whisper of the gunshot. A tiny _pik_ and then numbness. There was red, her blood, gushing outwards like red rain. She didn't even feel the cold ground beneath her as she slammed into it, her hand fruitlessly going up to her throat. A human reaction. She wasn't human. It immediately went warm.

There was screaming. Kirika. Her howl of rage and despair was too wild to be considered human, and it cut through the ringing in her ears like razors. She turned as best she could and through the darkness creeping at the corners of her gaze she saw her friend and protector, eyes bulging and purple claws glowing with power. "I'LL KILL YOU!" The rage in her words was like fire and ice mixed, and she lunged at the shadowy figure. Her attacker. The person who had run their doorbell and shot her. She couldn't see his face, it's outside her gaze.

Then there's another sound, loud as cannon fire to her, and she hears a thump. Kirika screaming again, but now there was more pain in it. Another explosion of sound, and the screaming increased. One more, the screaming stopped.

Quiet now, she's afraid.

And the fear she felt grew when she heard the footfalls, growing closer. The assailant was coming. Coming to her. Coming to finish her. They stopped, and kneel before her. She saw _his_ face. He was a foreigner, British she thinks, his impassive complexion fair and hair brown. His half-lidded eyes, she guessed, are also brown but her gaze was faltering so much that they instead looked like black pits. In his left hand was a gun, the weapon that took Kirika's life, but it was bigger than the one he used on her.

"You're going into shock." His voice was low and even, colder than winter's night. "And your heart is beating at three times its normal rate due to the blood loss." She was bleeding badly, wasn't she? The blood was making a fine pool around her head, staining her snow white clothing and her hair. Her head felt so deliciously light and empty. "In a few seconds, your body's going to shut down, and you'll suffocate on your own blood." His mouth, those thin lips, weren't moving as he spoke the words in a tone that held not a whit of guilt. But she heard his voice, it echoed in her head. There's only one way that was possible, but…it couldn't be…

She tried to speak but instead gurgled on copper tasting liquid. "W-who…are you?" She croaked, blood leaking out the corners of her lips.

His right hand, the empty one, reached out and grabbed the hand on her throat. It was warm against her clammy one. With the gentleness of a lover, he slid the bloody ring off her finger.

Panic gripped her heart but she was powerless to stop him, she was too weak.

Too weak…

So tired…

Her vision was almost completely gone, she could only see the eyes. Black pits, emotionless holes...

Wait.

What was that, flashing before her eyes?

Her life?

No.

A vision…

She saw a city, torn by destruction; skyscrapers suspended in the sky like puppets on strings. She heard laughter, joyful laughter as multicoloured fire rose, gleeful cackling at the death of thousands of people that was join by just as unnerving giggling. She saw a shadow, bigger than anything she had ever seen before, reaching to the heavens. The world, turning black and purple, before cracking like an egg.

Oh God, it was-

"I'm nobody." His voice destroyed the vision.

The last thing Oriko Mikuni heard was the sound of glass shattering, and she found soon after that oblivion's embrace was as gentle as it was quick.

* * *

 **Redux**

Chapter One: Have we met somewhere before?

* * *

 **Monday, March 16th**

Mitakihara Middle School was a complex building of glass and steel. Its many corridors and windows gave it a look as though it were the minotaur's labyrinth mixed with sci-fi. It truly was a place one could get lost in, but Madoka Kaname was more than familiar with the building's layout. It was March, the start of Spring, and the sun was beginning to cascaded down upon the earth to remove winter's cold grip. Within the school, though, heat was abundant due to the many generators that provided warmth. The classroom in particular, full of students discussing how the weekend had been and current gossip.

Madoka sat alone on her desk, head propped up on a fist. Her eyes were heavy, she was tired. She hadn't gotten a good night's sleep. A bad dream had taunted her slumber. Though, the more she thought about it, the dream bordered more in nightmare territory. She could _just_ remember bits of the dream. She remembers that she was running, from what and for how long she couldn't tell, until she stopped in the centre of the city. The air was thick with soot, the buildings looking like broken teeth, and fires of orange and sapphire blue were raging.

She remembers a creature, a large monster floating in the sky, but she couldn't remember the features. She does, though, remember the shrill laughter that reverberated from it; rattling her to the core. Her eyelids fell and remained closed. She was tired, perhaps a little rest was in order. No one would notice. She remembers a creature, small and white like a marshmallow, standing beside her. It said things, things she can't remember. There were…two people-

"Mado-chan!" Said girl jerked back to the present, and the images dissolved away completely into her mind. She turned to look up at her friend, energetic sky blue eyes staring down at her with a touch of worry.

"You okay, Madoka? You seem pretty out of it today." Sayaka stated, an amused grin tugging at her lips.

The pink haired girl flushed, embarrassed. She should have known that Sayaka would notice her daydreaming, if more so than usual. "I'm fine." She responded, offering her friend a smile of her own. "I just didn't get enough sleep last night, that's all." She gave a small, sheepish chuckle.

This time, Sayaka's grin became large and vaguely cat-like. Madoka instantly felt dread. "Oh-hoh~? Weren't on some secret date, I trust?" She said in a sing-song voice, confirming Madoka's fears. Then, suddenly, Sayaka was on her; pulling her into a crushing hug. "Well, I won't let you go on another!" She proclaimed passionately, loud enough for anyone caring to hear. "You're my wife, and I won't let you go!"

Going redder than a tomato, Madoka stuttered incoherently. This was not the first time Sayaka teased her like this, and it wasn't even something that bothered Madoka really, but it was one of the few times she did in the classroom and that was embarrassing to no end. She could _feel_ Hitomi's disapproving glare boring into her back and felt her dread rise tenfold.

But, before anything could happen, Kazuko Saotome came in and everybody rushed to his or her seats. Sayaka released Madoka and the pinkette shook the dizziness (and embarrassment) out of her.

Saotome-sensei had a hard look on her face, and she addressed the class in a voice matching her expression. "Everyone, I have something very important to tell you all today, so take it to heart." A collection of gulps and quiet groans filled the classroom, every student knew what was coming next. Stomping one foot down hard enough to rattle the front row desks, Saotome-sensei had a metal pointer in hand as she spoke in a very business-like voice. "The right way to fry an egg, sunny side up or down?! Come on Nakazawa, I don't have all day!"

Her pointer flew to point at a boy with dark green hair, Matsuoka Nakazawa. It was hard not to feel sympathy for the poor guy, as he was _always_ picked on by Sensei whenever she went on a rant. Some believed he himself had feelings for her, some said it was pure and others said it might be somewhat masochistic, but it was mainly just rumours made by his friends when they teased him that had spread through the class. Stuttering briefly for being under the spotlight yet again, he gave the usual answer: "I guess you can fry it either way, can't you?"

"Yes, exactly, you can fry it either way!" Pleased with the answer, she resumed her rant. "Therefore you should never judge a woman's beauty by the way she FRIES HER EGGS!"

 **SNAP!** Many of the boys in the class paled considerably when she broke the pointer when her anger reached the breaking point, bending it in half. Sayaka shook her head, bemused at her teacher's antics. "Looks like she hooked up with another loser, huh?" She whispered to Madoka, who nodded sheepishly.

There was a slight trail of sweat rolling down the pinkette's cheeks. "Guess so." A good teacher Kazuko Saotome was, but not even Madoka could deny that she was quite the oddball. And had _really_ back luck with men.

"And you boys! Make sure you never grow up to be petty adults like that!" Saotome paused, took a deep breath, and then beamed at the class. "Well, now that that's out of the way, let's give a warm welcome to our new student!"

Yet again, a collection of groans rose from the students. Sayaka even slipped off the fist she was resting on and her head slammed into her desk; making Madoka jump. All the students shared one thought, unknowingly: _"That should have come first!"_

Seemingly not noticing her student's bafflement of her actions, the teacher turned to the door and called out to the new student. "Akemi-san, you can come in now!" The girl that walked in caught the eyes of most the boys, and even a few of the girls. She was quite tall for her age, lean, and pale. Long raven hair that really brought out her face fell behind her like an onslaught of darkness. She wore black stockings with her uniform, one of the things the boys' eyes zeroed in on. Her face, as Madoka couldn't help but see, was cold; her violet eyes staring straight ahead without any emotion in them what so ever. When she stopped before the middle of the whiteboard and turned, she made a show of running a hand through her locks.

Madoka blinked, a strange feeling hitting her like a slap. Why…did this girl give her a sense of…nostalgia?

"My name is Homura Akemi, it's nice to meet you." She spoke in a quiet voice, a monotone, but it somehow reached everyone in the class. She bowed shortly after she said this, and spoke no more.

Saotome, who was in the progress of writing her name, noticed. "Is something wrong?" She asked, to which Homura did not respond. She put her bag down to the ground and took the pen from the teacher's hand. With total silence, and the whole classroom watching her, she wrote her name on the digital whiteboard. Once that was done, she bowed once more and became as still as a statue yet again.

Quite taken aback by the new student's confidence and lack of fear, the spectacles-wearing teacher gave a smile that was just a little forced. The rest of the class applauded her as though she had recited a brilliant poem. And no one seemed to notice that she looked, very briefly, at Madoka Kaname. Her face never changed, yet her violent eyes bored into the pinkette; making her shiver as though she was in the arctic. The gaze seemed to stand for an eternity…

Until she broke it and moved to her desk without another word.

Madoka rubbed her arms, trying to remove the cold that wasn't really there. What had just happened? Why did the look she gave her, from somebody she hardly knew, chill her right to the marrow of her bones? What was the reason behind it?

And why?

Why did Madoka have the strongest feeling that she _knew_ Homura Akemi?

* * *

 **Later, 12:30 PM**

The first two lessons passed in a blur, and once the first break started Homura Akemi was swarmed by her new classmates. The new student had proven to be quite an academic prodigy, acing all the mathematical and scientific equations so well that if left both the students and teacher spellbound. In just under two short hours, Homura's popularity in the class skyrocketed into new heights and many of the students quickly liked her more than before. Madoka, along with Sayaka and Hitomi, watched from a distance as many of the female students of the class asked question after question.

"What school did you go to before coming here?"

"I was homeschooled due to my heart condition."

"Where you planning on joining any clubs? How about sports?"

"Not really."

"Your hair is just gorgeous! What shampoo do you use?"

For every answer she gave, Homura's voice didn't waver in the slightest.

"There's something awfully mysterious about that girl, don't you think?" Hitomi murmured, quietly as so not for Homura to hear. It wouldn't be very polite of her to talk badly about the new student, especially on her first day.

Sayaka turned to face Madoka, eyeing her with some concern. "Hey Madoka, do you know her from somewhere? I could have sworn she was shooting some _major_ eye beams at you earlier."

Chuckling slightly at her friend's choice of words, Madoka tried her best to reply. She recognised the tone in Sayaka's voice, the one where if she found out that Madoka was even a little bit upset she'd make the person responsible pay. "Well, I'm not really sure." Sayaka didn't question the obvious poor response, she was listening to Homura.

The raven haired girl now had a hand on her brow. "I'm sorry, I think today has been a bit much for me. I'm not feeling very well." It was amazing how she didn't _sound_ at all ill in her voice, in Madoka's opinion. "May I please go to the nurse's office?" The mob of girls pulled away immediately, their expression becoming sympathetic. Many of the girls offered to take her there, but she politely declined. She walked up to Madoka's desk, her eyes locked solely on her.

When she stopped at it, she spoke in that eerily quiet voice of hers. "Kaname-san, you are the health representative for this class, correct?" She didn't wait for her to confirm or deny the inquiry. "Would you please guide me, to the nurse's office?"

Madoka had no choice but to comply, and she felt Sayaka's concerned gaze on her back as she left with Homura.

* * *

The heavy silence that covered the journey to the nurse's office was nearly deafening, broken only by the sounds from the other classes and the interested murmurs of other students as they gazed at Homura Akemi; who paid them no mind.

Madoka walked behind the new girl, a step behind, and saw that Homura was definitely taller than her; if only by a couple of inches. Unable to stand the silence, Madoka attempted to break it via starting a conversation. "I, ah…how did you know I was the nurse's aide for the class?" The transfer student didn't respond, her back still before Madoka, as though nothing had been said at all. The pinkette whimpered, looking to one side and deciding to refrain from saying anything else. Why was it so difficult to strike up a simple chat?

Why did Homura _frighten_ her so much?

"Saotome-sensei told me that you were." Came the quiet answer.

"Oh right, of course!" Madoka chuckled at her foolishness. Of course, Sensei would have told a new student, especially one with a poor medical history, who to go to for help. She must have contacted her parents beforehand. Feeling slightly more at ease, she was about to say that the next step in the path of the nurse's office but Homura already turned into the next corridor.

"This way, right?" She didn't even turn around when asking.

Confirming the question, Madoka found herself feeling quite awkward yet again. She knew, to those who were watching, that it must have appeared that she was the one being guided. "U-um, Akemi-san?"

"Just call me Homura." The words were said so bluntly that they made the pinkette pause, and she jumped when the raven haired girl turned on her heel to face her. Her violet eyes pinned her with a hard, questioning look. "What is it?"

The stood in the middle of a hallway, one made with more glass and a brilliant view of the outside of the school. Sunlight filtered through the slightly tinted glass, making Homura's hair glitter like a sea of blackness.

"How do you know?" Was what Madoka wanted to ask, but she just couldn't bring herself to ask it. She felt like a policeman was interrogating her, that was the best way she could describe the feeling she was getting off of Homura. She waved her hands about, her mind racing, trying desperately to formulate a coherent question. Then, she said the first thing that popped into her head: "Homura-chan, have you and I ever met somewhere before, maybe?"

The transfer student's face changed for the first time. Her eyes widened, mouth parted slightly, and her countenance adopted a look of pure shock. She said nothing, just staring at Madoka like she was some kind of deity who had suddenly appeared before her.

Anyone else would have been proud to have broken the statue-like expression on Homura's face, but Madoka was more distressed that proud. She had said something even weirder than the question she was going to ask! Yet again she fumbled, trying to push aside the horrid awkwardness, trying to simply go back to performing her classroom duty.

"Madoka Kaname!" It was amazing how such a low voice could raise so suddenly and have such a commanding tone.

"YES, MA'AM?!" It snapped Madoka to attention. The interrogation feeling she felt earlier returned tenfold.

Homura stared at her with hard yet gleaming eyes, face once again void, and spoke in a low voice with a steely undertone. "Do you treasure the life you currently live and consider your friends and family precious?"

Madoka blinked, reeling back ever so slightly. To say this was unexpected would be an understatement. For a moment, she did not have a clue of how to respond.

"Answer me." There was a hard edge creeping into Homura's voice, despite her unchanging face.

"A-ah, yes…I do." Feeling loyalty and protectiveness for those close to her hum in her chest, she decided to add some convictions of her words. They flowed from her so naturally. From the heart. "I do! My friends and my family, I love them very much, and they're very precious to me!"

"Really?" There was nothing in Homura's tone, it was utterly lifeless.

"Of course!" Madoka exclaimed. She had little fear of being looked at oddly, for she and Homura were the only two within the hallway. The world seemed so small, with them the only two within it. "I couldn't lie about something like that!"

Homura was silent for a moment, her eyes never leaving Madoka. It reminded the pinkette of a computer processing a new program. "I see, then if what you say is true, let me give you a word of caution: Not matter what is to come in the foreseeable future, _never_ consider changing yourself in _any_ way." Homura's voice was like iron, strong and unyielding. Her violet eyes were glittering in the sun. She turned away from Madoka and begun walking away; presumably to the nurse's office. She continued over her shoulder. "If you do not heed this warning, all those that you hold dear will be lost." She disappeared through the door, the curtain of raven hair following behind her as the door closed shut.

Madoka continued staring at that door for a long while, not sure exactly of what to make of the situation. That uneasy feeling had returned, but for a different reason.

She felt as though she had stepped into something that had been better off left alone.

* * *

Her way back to class was slow, as she mulled over what had transpired with Homura. She knew that Sayaka and Hitomi would wait for her, so she knew she didn't need to rush. The transfer student's cryptic words repeated in her head many times over, like a broken record. _"Change? Change what?"_ Madoka couldn't fathom what it was about her that would ever need changing.

She knew what she was not anything special, had no talents to speak of or any glowing qualities, but she wouldn't change or sacrifice anything to change that. She had a brilliant family, perfect friends, and a good if mundane life. Why on Earth would she change that?

"Madoka!" Her head snapped up, her thoughts destroyed on the shrill cry of Sayaka Miki. She was charging towards her, her eyes sparkling, looking quite excited for some reason. When she got close, she seemed to loom over Madoka. She grabbed her hands and pulled her along, "C'mon!"

"Eh?!" Despite her utter confusion, Madoka offered no resistance as Sayaka lead her away. She decided to see what all the fuss was about. "S-Sayaka-chan, what's going on?"

"A fight, that's what!" The tomboy responded, grinning savagely. "That asshole in Ninth Grade, Kamadeta, is apparently getting his ass handed to him!"

Madoka felt a chill crawl down her spine at the name. Tenco Kamadeta. One of the few banes of Mitakihara Middle School, a bully from one of the Ninth Grade classes who took an unhealthy delight in bullying both his fellow classmates and those in the lower years. With a small group of 'friends' by his side, he and they acted like a gang who would attack anyone unfortunate enough to cross them. Other students, brave male Ninth or Eighth Graders, had tried to put him down but they had been met with powerful blows and even put into hospital with broken limbs. Tenco Kamadeta was considered nigh unbeatable.

To put it simply, and bluntly, the creep was a _thug._

Though he had never directly hurt Madoka or her small circle of friends, the three knew better than to go against someone who knew martial arts, Sayaka would always glare with white hot hatred at the boy. She hated bullies, with a passion. But Tenco held a special place of loathing in Sayaka's heart, and the reason related to a boy called Kyosuke Kamijo. Obviously, hearing that the despicable boy was finally getting his comeuppance was clearly something Sayaka didn't want to miss and felt that Madoka shouldn't miss either.

The spectacle had already gathered a loud crowd, consisting of mainly Ninth Graders who were cheering and chanting. Unperturbed, Sayaka forced her and Madoka's way through the crowd until they got to the centre, pointedly ignoring how it bothered some of the higher students. Madoka squeaked with surprise when Sayaka suddenly yanked her to one side, and she heard something heavy land beside her. Moving the arms that covered her face protectively, Madoka gaped at the sight that met her eyes.

There lied Tenco Kamadeta on the ground, being lifted up by some of his cronies. Blood was dripping out of his nose and the corner of his lips, his platinum green hair a mess, staining his cream coloured uniform and visibly smudged upon his tightly clenched teeth. Pushing away the assistance angrily and getting to his feet, he glowered at his enemy. Madoka followed his gaze.

He stood still and silent, back straight like a rod and his arms by his sides. His fingers were curled into his palms but were not clenched into fists. The first thing she saw what that he was foreign, she could tell by his face. His complexion was fair, boarding on pale, with short cut dark brown hair that almost looked black in the light. He didn't seem as angry as one would expect from someone in a fight, nor did he seem at all tired, but there were slight traces of it in his features. His eyes were dark slits, his mouth a taut line, and his brows were ever so slightly drawn in. Madoka blinked, once again she was stuck with an odd feeling; just like when she first saw Homura. _"But it can't be…"_ She thought, for there was _no way_ that she could know this person.

Tenco was panting like a predator, crimson droplets falling from his chin like he had made a kill. He was leering at the student. "You're good, gaijin!" He crowed, and Madoka grimaced at the word. Gaijin: A Japanese derogatory term for foreigners. A horrible word to call another just because they were different. The boy didn't react at all to the insult, face like a still photograph. The bully then clenched his fists, the muscles of his arms bulging slightly, "But not good enough to-"

What happened next seem to go so fast, and yet so slowly at the same time.

As Tenco took two steps forward to attack, the dark hair boy charged at him; ducking under the bully's violent right hook. The other's right fist slammed deeply into Tenco's stomach, and the Ninth Grader lurched forward slightly as spittle flew from his mouth. The foreigner didn't misuse a second, raising back to his full height and shooting his left fist into Tenco's cheek. And loud _crunch_ filled the air. Being on the right side of the duo, Madoka got an eyeful of Tenco's face rippling from the blow.

Not wasting a beat, the foreigner took a step back and his right fist made contact with Tenco twice. A beauty to his solar plexus, and an uppercut to his jaw. The bully tried to strike with his left fist but it came slowly, weakly, and the other dodged it easily. He shot a few quick shots at Tenco's chest and stomach, before finishing with a powerful right hook to his ribs; bringing forth another _crack_. Madoka wouldn't have been surprised if he had cracked a rib.

Tenco offered no defence at all when the foreigner gave him two powerful blows in the face, one with his left fist and other with his right. Blood flew out of his mouth from both attacks. Tenco looked dazed, uncertain of his surroundings and thus still did nothing to defend himself when his opponent gave the finishing blows. The first came in the form of jarring left hook to the solar plexus, which made Tenco lurch forward fully, and a strong right fist uppercut that snapped his head skyward. Arms flailing and blood splattered over the chest of his uniform and face, the gathered students fell silent when Tenco Kamadeta fell to his knees before falling unconscious face first onto the ground; crimson splattering out of his mouth. His cronies gasped in horrification, and Madoka's jaw almost felt like it would detach itself.

Tenco Kamadeta, bully of Mitakihara Middle School, had been defeated.

The other had stepped out of the way of the falling bully, breathing coming out deeply calming heaves and fists bloodied and then did something that made Madoka's blood run cold. He turned his head and upper body only, and _looked at her._

For the most part of the fight, he had completely disregarded everyone else and focused only on Tenco. But now, now he was regarding Madoka with what seemed to be a contemptible look; lips pitched downwards into a slight frown. His eyes were brown, full of a dark light and a slight glimmer of something indescribable, and narrowed ever so slightly that it appeared more like a muscle spasm. He was so…foreign, British she thinks, he truly stood out amongst everyone else. The world seemed to stand still for a moment, they frozen figures in time. Until he broke the gaze and took his leave. Tenco's cronies and fellow Ninth Graders stepped aside, giving the foreigner a wide berth and raising their hands in surrendering gestures but the boy paid no attention to any of them. All eyes went to his blood stain knuckles on his lax hands.

"What in God's name is going on here?!" The angered voice of a man, a Ninth Grader's sensei, boomed and Sayaka found that was their time to leave. So did many of the other students.

"Time to go, let's bounce Madoka!" Her voice was light and energetic as always, a smile on her lips as she took Madoka's hand and lead her away. But the smile seemed forced, and Madoka hadn't missed how (when _he_ looked at her) Sayaka had clutched onto her so tightly to the point where it had almost hurt.

* * *

 _"Trouble?"_

 _"Tenco."_

 _"You made the first move?"_

 _"Yes."_

 _"…Is he in pain?"_

 _"Fractured jaw, cracked ribs, traumatised solar plexus, and a shattered pride. He's insignificant in the grand scheme of thing, so I'll deal with him swiftly if he dares try again."_

 _"Good. I'll see you at the usual place."_

 _"Yes, my Lady."_

* * *

The rest of the day passed in a blur. Homura yet again showcased her impressive skills, in class and PE, making her one of the most popular students in the class. Madoka, after what had happened before, decided to keep her distance from the transfer student and luckily found herself spared of any more awkward encounters. Though that didn't stop Homura from watching her with a gaze that reminded Madoka of a hawk eyeing its prey. She also did not see the Ninth Grader again but summed it up to him being told off by the teachers.

Once school ended, Madoka and her friends went to one of Mitakihara's many shopping centres. One they made it to their favourite restaurant, Madoka decided to tell her friends about what had happened in the corridor. That, and also how Madoka was sure that she had first seen Homura Akemi in a dream. Sayaka and Hitomi listened intently to the pinkette's tale and once it was done, Sayaka finally exploded with laughter. "Oh c'mon Madoka!" She said in between bouts of hysterics. Tears were in her eyes. "That's ridiculous!"

"I shouldn't have brought it up…" Madoka murmured miserably, her face falling. She was already regretting her decision. She should have known that Sayaka, being the kind of girl that she was, would find it funny.

"Sayaka-san, you're overreacting…" Hitomi stated, noticing self-consciously how the nearby people were staring at her blue hair friend as though she had sprouted a second head.

Calming down somewhat, Sayaka's eyes seemed to sparkle she begun to speak with a dramatic air like an announcer from an action anime. "Suddenly, the mysterious transfer student Homura Akemi, master of athletics and academics, appears before Madoka! But little do we know that they first met in a dream and that she behaves as though you've already met!" The large grin on her face turned slightly cat-like, perhaps even a little lecherous. Madoka could never tell when it came to Sayaka. "I guess you two were bound by fate, having met in a past life. A mystery of the universe!"

Now unable to get the mental image of both she and Homura joining hands over a starry plane, Madoka went as rosy as her hair. "Don't tease me like that, Sayaka-chan!" She squealed in mortification. Now she _really_ regretted her decision!

The pinkette lost herself in thought as Hitomi politely excused herself to go to more lessons, unable to stop the disappointment rising within her. She knew she couldn't hold it against her friends for not believing her, she knew how unbelievable it sounded, but she wasn't ready to deny the fact that she _knew_ Homura Akemi. Somewhere deep within her mind, something registered with familiarity. It was like recalling a memory from childhood, it was old and faded with time to the point of being forgotten but it was _there_. Still registering, still there.

But when, how and why, did she meet the girl?

The thought gnawed at her mind, so much so that time seemed to skip forward and she found herself and Sayaka were waving Hitomi goodbye. _"Time flies when you're thinking."_ She thought to herself.

"Say Madoka, can we stop by the music store?" Sayaka's question, coloured with a smidge of hesitation, brought her back to the present. Turning to her friend, she saw her have that sheepish yet charming smile upon her face. Madoka instantly knew the reason for the hesitation, and again the reason related to a boy called Kyosuke Kamijo.

"Sure." She chirped. They started to make their way to the store. "Same place as usual?"

* * *

He ran, as fast as his form would allow him too. He had already lost one body, he'd prefer not to lose another.

It would be such a waste.

His attackers persisted, though, something he couldn't fathom. They must have known how pointless it would be to harm him, but yet they continued to hunt him. He would never understand humans. He just avoided the first two purple bolts of energy fired at him from one of them but failed to dodge the third. It didn't completely destroy his form, it just winded him and left him momentarily disabled.

As he heard the two of them stepped closer to him, he tried one last desperate bid. "Kyu…" He moaned pitifully as he laid on his back. He looked up and saw them glowering down at him without a whit of sympathy.

"You're out of places to run." The girl said, her voice like ice with a tiny note of glee. Her hands glowing with purple energy, eyes narrowed into slits that promised death, she muttered darkly. "Prepare yourself."

Realising the impending demise of his current form, he knew there was nothing for it. While he didn't want to put such an important subject of interest in danger, he needed to escape. So, he called out to _her._

* * *

 _"Madoka, help me!"_ She had been listening to music, one of the latest tracks from a pop group, when she heard the voice. For a moment, Madoka thought she had just been hearing things, but the voice had resonated too clearly in her head to be that. She removed the headphones, looking around in confusion before she heard it yet again. _"Help me!"_ The voice cried desperately.

Now certain that she was not going mad, Madoka turned and left the music store, something which was not lost on Sayaka. The pinkette wasn't exactly sure where the owner of this voice was, but as there was no one panicking about someone being publicly assaulted she assumed that they must have been in the construction part of the centre. With Mitakihara constantly growing, the demands of the public grew with it and thus those in charge of public places were left to either build more buildings or extend others. Despite the warning sign that was on the door, Madoka continued through. Someone was in trouble and need help, they had called out for her, and she couldn't let anything get in her way.

The area was hardly built up, with only steel beams to support an upper level. Piles of pile wood were scattered about, chains dangled from the ceiling, and other such constructions things were left around. If Madoka remembered correctly, this place was to be a new restaurant. The crew tasked with building the restaurant where either not in today or on a lunch break, for there was not a soul about. There was barely any light; only those red construction lights were present that gave the place an eerie red glow. Areas that were not lit were left in darkness. All in all, the construction site was like another world, a dark world.

A world that said: "You don't belong here."

While nervousness crept into her heart, she refused to succumb to her skittishness and continued on. Though now at a slower rate than before. "H-hello?" She ventured, her voice echoing around her. Silence, complete stillness, was her only response. She looked around, peering into the darkness and listening.

Finally, she heard it again: "Help me…" The voice was no longer in her head, now it was before her. A small figure, no bigger than a cat, fell out of shadows. Flinching in surprise, Madoka quickly regained herself and dashed to the creature's side. She scooped it up in her arms, exclaiming worriedly. "You're badly hurt! What happened?!" Her concern over the creature overshadowed the fact that it had been the thing that had spoken to her.

The creature in question did indeed have the structure of a feline, from its long bushy tail to the small ears upon the head. It had another set of ears, but these were more like that of a rabbit. At the end of them, they had rings that seemed to just hover. Its body was snow white, with the exceptions of the end of the rabbit ears that had three dark pink dots and were also a very light pink. There was also an odd, egg shape on its back. It's otherwise clean coat was blemished by bloody scrapes and marks. It cracked open one of its large eyes, a pool of red, and from its small mouth came Madoka's name. From the tone and pitch of its voice, she deduced that it must have been male.

"STAY AWAY FROM THAT THING!"

Nearly having a heart attack from the sudden shout, Madoka snapped her eyes upward to meet the cold ones of Homura Akemi who stood about twelve feet before her. But she wasn't alone, for by her side was the Ninth Grader who had decimated Tenco. A shard of ice went through Madoka when she finally noticed the gleaming blade of a Katana in his left hand, reflecting the red light. Both of them had expressions of pure indifference upon their faces.

"Give us that creature," Homura ordered in a frosty tone, one that left no room for arguments. She was dressed in an unusual outfit, like that of a gothic school uniform. Comprised of various shades of black, grey, and violet, it laid over a white, long-sleeved outer coat that partly covered a violet pleated skirt with a small frill. Her black tights were patterned with columns of violet diamonds. And there was something buckled to her left arm, a circular shield carved with intricate lines. Her feet were kept in black high heels. On the left hand was a purple glowing, diamond shaped gem.

The white creature in Madoka's arms gave an 'eek' of fear and he pressed himself into her chest. Homura's lips curled. "Using your dirty tricks as always." She murmured, and the disgust in her voice mirrored that in her face.

Madoka quickly put two and two together. "Did you do this, Homura-chan?!" She cried in horror. Her love for cute animals, her kind nature in general, hummed powerfully in her being. "That's horrible! Why?!"

Homura's cold glare was her answer. "Madoka Kaname…" She breathed in the same tone as before, the name rolling off her tongue. She said it as though it was alien to her. "This has _nothing_ to do with you." She began to step forward, the sound of her heels meeting the ground echoing around them, the boy following a step behind her.

Her fear rising, disturbed greatly by the attitude of her unusual classmate, Madoka stated. "But he was calling me! He was calling out my name, calling for help!"

"Really?" Again, that tone of the dead. The two were now only five feet away from Madoka, both looking down at her with empty eyes. The world stilled. Wind from the entrance far back washed over them, making the chains that dangled from the ceiling rattled and break the silence. The lights hummed quietly.

The boy looked at Homura when she still did nothing but stare at Madoka, and then closed his eyes with an almost inaudible exhale through his nose. He walked past her and came to stand before Madoka. His fair face seemed almost white in the red light, his eyes were empty. His right hand opened before her face, callous palm facing upwards. "Give me the creature, Madoka Kaname." His voice was soft and even, almost identical to Homura's in that if left no room for argument. It could even be considered a male version of her voice.

When she refused to his demand, his sighed deeply. He lifted the Katana, the blade pointing down at her. Holding the leather black tsuka-maki handle in both hands above his head, the boy's eyes were like ice as he stared down at her. "I don't want to hurt you, Kaname-san, but if you get in the way of us and him I won't hesitate to run you both through." Despite the clear warning in his voice, he didn't sound at all bothered if he did kill her. Glancing behind him, Madoka saw that Homura didn't seem at all concerned herself.

Madoka closed her eyes, fear covering her heart like icy fingers. She prayed for anyone, anything, to help her. To her surprise, her pray was answered in the form of white mist. A huge cloud of white that engulfed Homura and the boy, Madoka just caught their expressions of surprise.

"Over here Madoka!" The pinkette was surprised to see that it was Sayaka who had saved her, holding a fire extinguisher in her hands. The girl had trailed behind Madoka once she left the music store, and had watched from a distance as the transfer student and the Ninth Grader approached Madoka. She just caught the words being said, but she didn't need to be a genius to see that they were threatening her. It was only when the boy got close to Madoka when she grabbed hold of the fire extinguisher, and she made her move once his put up his blade.

Crying her friend's name in relief, Madoka made her way to Sayaka. Just before she was by her side, though, something whistled through the air and there was the sound of something stabbing into metal. "Holy crap!" Both the Eighth Graders jumped out of their skin when the Katana impaled itself into the extinguisher, causing Sayaka to pause her attack. Looking back into the mist, she briefly saw a male face contorted with fury. Dropping her weapon onto the ground, she grabbed Madoka's hand and yanked her along.

They needed to escape, and fast.

* * *

The boy stepped out of the mist, face lined with anger that was barely contained. Grabbing his weapon, he pulled it free from the fire remover and pushed his anger asides. There was no point crying over spilt milk, his mind told him. (There was still time, still time to fix things, still time to _stop him_ )

There was the sound of rushing air, and he turned to see his Master with her right arm raised. Her face, one usually composed like himself, was marred with unhidden anger. Just before he was about to enquire about her state, she hissed through her teeth. "I forgot." He regarded her silently, letting her fume. She pressed a hand to her face, eyes clenched tightly. "I always, _always_ forget that _she_ appears, that _she's_ the one who ruins it all!" She spat the word 'she' like it was a curse.

"It's not too late." He said softly, in a bid to calm his Master's anger. Anger like this was not new to him, but it was concerning. "We can still get that rat without any more problems. If they try anything, I'll threaten them." Fear was an ally, one he used to its fullest extent. (And he would, within his black heart, relish their fear)

Just as she was about to say something, the world altered. It distorted with the sound of a joyful whistle, the steel beams melting away into a land that had no end. With bright colours that made his eyes sore, frills and scissors on chains and _butterflies_ , it looked like a hallucination from someone on an acid trip. To him, anyway. His Master gnashed her teeth, her eyes glowing pits of amethyst fury. "Why is this happening now?!" She snarled.

He gritted his teeth behind his lips, his anger rekindled due to his Master's wishes being halted. It was also due to helplessness. He hated seeing her upset. (He would _kill kill kill kill **kill ANYONE**_ who upsets her) "We have to hurry." He stated with a small note of urgency. "Those two will be in danger from both Familiars and Shadows."

She turned to face him, ready to agree with him he was sure before her eyes widen at something past him. "Josh, look out!" The Brit turned and, before he could react, his vision was filled with blackness. He felt the hand over his face. His senses were assaulted by a feeling akin to razor wire covered with tar. ( _Pain_. It reminded him that, to some degree, that he was alive)

* * *

"What is with her?!" Sayaka roared as they ran, her anger and incredulity over the incidents that had just transpired obvious. She had let go of Madoka's hand and now the two ran side by side. "Now she's attacking you in broad daylight and in crossplay?!" Any other time that might have sounded funny, but now it only served Madoka to highlight the disturbing behaviour portrayed by her classmate.

"And what's that thing in your hands?" Madoka blinked at the sudden question, turning to see her friend staring curiously at the cat-like creature in her arms. "Is it a stuffed animal?"

"I don't know," Madoka said, and she could feel hysteria blossom in her chest. "I don't know why this is happening, I only know that he needs our help!" The construction site suddenly seemed endless, and it was morphing with garish colour.

The exit was not where it should have been, a fact the girls noticed immediately. "Where's the exit?!" Sayaka questioned loudly. "It should be right here! Where are we?!" That last question was the million dollar one.

It seemed as though the whole world around them had changed and altered, looking like someone's dream -or nightmare- made manifest. The landscape was wide and barren, with small mountains tipped with what looked like blood. The 'sky' was a dark blue, with house windows and gates that seemed to levitate in the air. There was barbed wire in odd places, steel trees with iron thorns and chains, and pillars topped with crowned butterflies. The world kept changing. There were eyes without faces, bodies without heads, oddly coloured flowers and windows leading into words with white trees. There was the sound of air distorting, party whistles and other noises that defied comprehension.

Then Madoka heard the giggling.

She and Sayaka turning, they saw what appeared to be stick-figure with balls of cotton with moustaches for heads. They were chattering amongst themselves. They had no eyes, nor did they have mouths, but the girls _knew_ the creatures were watching them. Some of them were speaking in a language that they couldn't begin to understand. The ground changed, becoming a spiral of colours with them at the centre. The cotton creatures, so many beyond count, were joined by another kind of creatures. They rose from the ground, black figures that were more human in shape. They lack any gender features and were constantly swaying and tilting at odd angles. There face consisted of white, empty eyes and equally white empty mouths; they gapped in ways that no human could. From those mouths, as they shuffled closer with the cotton creatures, came such horrible groaning that mixed with the giggling and the language to form a conglomeration of sound that would leave the girls sleepless.

Huddling together like penguins in winter, Madoka and Sayaka shivered as fear overtook the pair of them. At the sight of her friend's fear, Madoka instantly realised that there was no hope for them. "T-this is some kind of dream, right?" Sayaka questioned, but Madoka couldn't respond. She couldn't move her jaw. "I'm about to wake up, right? Right, Madoka?!"

Razor thin slits appeared on the cotton creature's heads, they then quickly expanded into black pits. They spawned big lips filled with buck teeth, and spiky chains with chomping scissors flowed from their backs. The creature moved slowly to the girls, predators savouring the feast to come, the sounds they created were deafening. But suddenly, chains fell from the sky and landed in a circle around Madoka and Sayaka. Golden energy exploded outwards, reducing the cotton things and the black creatures to nothing, leaving nothing but glowing gold.

The attack shocked the girls out of their fear. "W-what's going on?" Sayaka mumbled, some of the colour returning back to her face. Her trembling lessened slightly.

Madoka responded, having finally regained control of her jaw. "I don't know."

"That was close, wasn't it?"

Both turning in shock of the sudden voice, the sight that greeted them was quite unexpected. It was a girl, about two or so years older than them, with the Mitakihara School uniform. She had blonde hair, curled into large ringlets with a flower shaped hair ornament, and her eyes were like pits of molten gold. She had some kind of golden gem in her hand, holding it close to a loose piece of chain. With a kind smile on her face, she gave off an air of reassurance that Madoka and Sayaka greedily absorbed. They felt safe, around this stranger. "Thank goodness, you rescued Kyubey for me." She said with relief, and Madoka immediately knew that she was talking about the creature in her hands. "I'm grateful, he's a dear friend of mine that I've been searching for."

"H-he called out to me." Madoka stuttered, trying to put her nerves to rest. They were still rattled by her near-death experience. "I could hear his voice inside my head."

The blonde looked at the creature in Madoka's arms with surprise before she smiled again with some kind of knowing gleam in her eyes. "Ah, I see." She murmured, more to herself than to the girls before her. She looked back at the two before her, that gleam remaining. "I can tell by your uniforms that you go to Mitakihara Middle School, Eighth Graders right?"

"W-who are you?" Sayaka asked with a tiny stutter. While she was grateful for the blonde for saving them, she had to be sure that this person was a friend. If she was anything like Akemi and her friend-

Black arms tore through the ground, and the figure they were attached to slowly rose upward. "Oh that's right, I should introduce myself." The blonde said, seemingly not noticing the threat that was making the younger girls pale again. It was only when the black figures were at their full shuffling heights that she did turn, stating. "On second thought, that might have to wait."

She scraped the tip of her right shoe against the ground, sparking some kind of energy, moved her arms forward and placed her glowing gem before both her open palms. It seemed to just hover before them. "Please excuse me," She didn't take her eyes off the creatures before her, which were now hissing akin to snakes. "I have to take care of this." The gem exploded. There was no other word to describe how it burst with golden light and ribbons, making the black things shriek with pain. The light finally faded, Madoka and Sayaka saw that her uniform had changed. In place of the school uniform was a beige skirt with black tips, and a long sleeved white shirt with puffs that had a golden ribbon on the collar. Her hands were encased in black, fingerless gloves. In between her skirt and her top, she had a brown corset-like clothing garment. She also has a small brown hat with white fur coming out of it, her flower hair garment now sporting a golden gem in the centre.

She stood upon a small mountain made of brightly coloured objects, arms spread open like an invitation. The cotton monsters flowed around her like a white storm, while the black creature's hands turned into claws and they lunged at her. The blonde jumped back in a burst of agility and threw out her arms. A huge number of white and black muskets appeared, gleaming in the light. They fired bursts of gold that obliterated everything in their path. The cotton things were blown away, the black creatures splattered black blood onto the ground as the bullets tore through them, and the ground exploded in a blast of red. Landing back on the ground near them, the older girl was still the picture of calmness.

Madoka and Sayaka could only stare, amazed beyond belief. What they just saw was amazing, something they would only expect to see in an anime or something of the like.

The world distorted and shifted, for the final time, and the construction area came back into sight. "We're back!" Sayaka exclaimed. Madoka was about to say her gratitude to the blonde, but she paused with she saw her face. The Ninth Grader's mouth was pinched into a frown, her eyes steely as she scanned the area around them. It was as though she was expecting something. Then, she focused on something and the two followed her gaze.

On a pile of construction wood, Homura Akemi and the male Ninth Grader fell upon it with the soundlessness of cats. Homura was still in those unusual clothing from earlier, the boy was still in his school uniform but lacked his blade. They both had uncompromising expressions on their faces as they stared down at the trio.

The blonde smiled at them, but her eyes were devoid of warmth. "The Witch managed to escape, but if you hurry you'll catch it. I won't mind leaving it to you." Her voice was light, casual even, but there was something in it that sounded forced.

"We have business here," Homura responded, her violet eyes almost glowing in the dark, her quiet voice reaching them all.

The blonde's smile pressed into a tight smirk. "You don't understand, do you?" She said, her bright voice a touch colder. "I'm willing to overlook this."

Homura raised her head, eyes narrowing, looking down her nose at the blonde. Her lips were slightly curled.

A moment of tense silence endured.

"Honestly, don't you think it would be better if we didn't do this now?" The blonde Ninth Grader asked, her golden eyes brimming with some kind of self-confidence. She was completely relaxed, unafraid.

"Give us the creature, and we won't have to do anything…unpleasant." The boy said in an even tone.

The blonde looked at him, seemingly surprised that he had spoken before she smiled again. This one was slightly smug, knowing. "I see. I was wonder why a person of _your kind_ would appear out of the blue, but now it makes sense. You're her companion, aren't you, Joshua Martin?"

"Your powers of observation are staggering." He said, in a voice as dry as a biscuit. The blonde's face twitched, and a flash of anger appeared in her eyes. Before she could retort, though, the boy raised his left hand. The tip of his index finger was pressed into his thumb, his other fingers curled into his palm. Madoka's eyes must have been playing on her, for she was certain she could see a toothy, malicious smile upon his face. A pale hand clasped his wrist. He looked at Homura, the owner of the hand, confused. "Master?" He murmured, so softly that his voice was almost inaudible.

Homura stared down at the trio, face unreadable. Sayaka stood before Madoka, face set and ready to defend her friend. The blonde's shoulders were tense, hands slightly curled, her earlier smug knowing replaced by a serious expression. Another moment of silence. The sound of Homura's heels, as she turned away, broke the silence. Without missing a beat, she jumped off the pile of wood and was gone.

The boy stood where he was for a moment, watching where the younger girl had left, before looking back at them. His eyes centred on the blonde, they were gleaming slightly. A small nearly missed scoff left him. He left in the same manner as Homura, and the tenseness in the air receded with their passing.

Madoka and Sayaka sighed, and the blonde gave them a reassuring smile. Not long after that, Kyubey was washed over by golden energy from the blonde's hands as he laid in her lap. All the wounds that covered his body disappeared quickly, and he opened his large red eyes. The pupils, Madoka noticed, were white. "Thank you Mami, you're a life saver!" He said, and the blonde flush lightly. The beaming face that was directed at her was just so adorable!

"You should be thanking these two, not me." She said, gesturing to Sayaka and Madoka. "If it weren't for them, it would have been too late."

"Right." Kyubey turned to the other two and waved one of his small arms, chirping. "Thanks, Madoka, Sayaka!"

"It knows are names?!" Sayaka exclaimed, more surprised by that than the fact that the cat-like creature could speak. After everything she had seen, little might surprise her anymore.

"I'm very glad you found him." The blonde, Mami, stated with a warm smile. "I would have been horrified if anything had happened to him, so thank you very much!" She punctuated her gratitude with a deep bow.

Ever modest, Madoka went a light pink. "Oh no, we should be thanking you!" She insisted. "If you hadn't come along, that thing would have gotten us!"

"About that..." Sayaka began, her voice soft before she suddenly started spewing out questioned rapidly. "What _was_ that thing? Why were Akemi and that guy attacking Madoka? And, most of all, how are you?!" Clearly, she was still a bit rattled over the experience.

The blonde took all the questions in stride, nodding to herself as she rose to her feet. "I have put off my greeting a bit too long." She muttered, before beaming. "Well," In a flash of golden light, her unusual clothing disappeared and she was back in her school uniform. "I'm Mami Tomoe, I'm a Ninth Grader from Mitakihara Middle School. Pleased to meet you." She bowed and then gestured to the small creature beside her. "This little one is Kyubey. I made a contract with him and became a Puella Magi."

Kyubey stood on his hind legs, waving one of his small paws at the two bewildered Eight Graders. "Nice to meet you!" He chirped.

"Puella Magi?" Sayaka echoed, a look of wonder on her face. One shared by Madoka.

Instead of answer the question, Mami regarded her small companion. "I assume the reason you called out to these two was due to their potential, right, Kyubey?"

Kyubey nodded in confirmation. "Sharp as ever, Mami." He praised, making the blonde smile before he turned to address the girls before him. "The truth is, I have a request for you both, Sayaka, Madoka."

"A request?" Madoka repeated, taken back. They had just met and already the small creature was offering her something. When Kyubey spoke his request, full of eagerness and joy with a beaming expression, Madoka Kaname knew that her life would never be the same again.

"I want you to make a contract with me, and become a Puella Magi!"

* * *

 **Elsewhere**

For some reason, her actions surprised him less than they should have. Especially considered how things had transpired. (But then again, he's honestly not surprised by how things have gone out the way they have)

They did not head home after making their leave, with her stating she had a task to do. It was one, he slowly learned, that he didn't have to assist her with. He watched her silently, like a hawk, as she acquired the necessary things. Two bowls, a bottle of water, and a pack of cookies. Helping her carry the items to her desired destination, he didn't question her motives at all. (He wouldn't dare, not _ever_ )

Deeper into the city they went, as the sun set and bathed the buildings in orange. People didn't notice them, didn't pay them any mind, continuing on with their boring little lives. (They had no idea that their days were numbered)

Finally, they came to an alleyway near Mitakihara's central hospital and his Master found her. The small feline, black as midnight with bright yellows eyes, tensed at the sight of the two. She took the items from him and moved forward towards the cat. Both the bowls were filled, one with water and the other with cookies, and the stray quickly begun eating. It's happy mews brought a small, genuine smile to his Master's pale face.

He smiled too, slightly.

It was the first smile he had seen her produce this time, and he hoped it wouldn't be the last. (And prayed, _prayed_ with all his might that they would succeed _this time_ )

 _"This time, God please, let it be this time."_

* * *

 **And done!**

 **I have to say, I am really pleased with how this came out! I hope, that you who have read this, enjoyed it!**

 **Now, just to clarify on some small details: This story will borrow and have elements from the manga of the series, as well as include certain things from the spin-off mangas (as the opening scene shows) and the audio stories. This, to those who know, explains some of Homura's actions/attitude.**

 **To those who don't know (spoiler alert), Homura is much more openly angry in the manga. She makes no secret that Madoka's constant meddling bothers her, or that she has zero interest in the others. She goes so far as to threaten to hurt Madoka in the scene where she finds Kyubey and also suffers a disturbing breakdown when she trying to help Sayaka. I'm giving some of these characteristics to her in the story, for reason I shall explain later, and am also putting them into my OC. (Yes, he is named after me but that is where the similarities end.)**

 **So, hope that clears things up, and until next time this is GodzillaFollower1998 signing off!**

 **(Also, as said above, pleased don't leave any hateful comments if you disliked this story, I'll just delete it.)**


	2. Chapter 2

**NOTE (22/08/2017): I removed this and the third chapter to rewrite scenes I was unhappy with. Mainly bits with how I portrayed the characters, sharpening up the layout and fixing grammar mistakes that I failed to notice previously. I'm rather pleased with it now, reads better in my opinion, but holy crap has it made the chapter longer! You have been warned...**

 **Shout out to Dead Pann, for helping me with this chapter. Specifically on a certain blonde. Seriously man, thanks a bunch!**

 **Please enjoy and tell me what you think!**

* * *

 _"Thoroughly read all your contracts. I really mean thoroughly."_ Bret Michaels

* * *

Chapter Two: Terms and Conditions

 **BEEP!**

 **BEEP!**

 **BEEP!**

The droning sound of the alarm clock awoke Madoka from her blissful slumber, much to her annoyance. Her arm rose lazily from her covers, groping empty space for a moment to stop the horrible beeping before her hand finally slapped her down on the machine's sleek surface. Blinking the sleep out of her eyes, she looked up at her white ceiling blankly for a moment. She thought of the previous day, of Magical Girls and talking animals and monsters.

Then, she rested her head on her oversized bunny doll and sighed. "Another weird dream." She mumbled because it had to have all been a dream. Nothing so incredible could happen in real life, in _her_ life, could it? Something shifted at her side.

"Good morning Madoka!"

Lurching to a sitting position with a cry of surprise, the girl's wide pink eyes were greeted by the sight of Kyubey. The white bunny-cat creature in question was waving one of his arms at her with a bright, cheerful expression on his little face. It was the site of him that made it all flood back to Madoka in greater clarity, the events of yesterday returning with a force like a tidal wave, and the realisation left her amazed.

"It wasn't a dream!" She said in a hushed whisper.

* * *

 **The Previous Evening**

The apartment of Mami Tomoe was big.

That, along with it being cool, was the first thing Madoka thought of when she and Sayaka were invited in. It certainly was more spacious than a normal one, with a large lounge area being in the forefront and to the right, a staircase leading to what Madoka assumed was her bedroom. There was a large window at the back of the building, part of what seemed to be another room. At the centre of the lounge area was a small table with three chairs and a tea set, there were desks that had books and other such items upon them. The colour scheme of the apartment was mainly white and orange, with different colours coming from the various object Mami has placed around it. Green, yellow, pink and blue from some pillows. Brown from drawers, the table and the steps of her stairs.

All in all, a very cosy place.

"I live alone, so make yourselves at home," Mami said, her hands clasped behind her back as she turned to her guests. She was smiling that warm smile of hers. Kyubey was at her feet like a cat. "I'm afraid I don't have much in ways of refreshments." This statement was soon proven false as Mami produce a slice of cake for each girl, along with a cup of tea. They sat around a triangular glass table in the second room by the large window, the orange rays of the setting sun lighting up the room and causing Mami's golden hair to glow. Madoka and Sayaka both made their approval of the sweet food verbal and Mami seemed quite pleased.

Once the slices were half eaten in a peaceful silence, the original fear long since evaporated in the warm apartment, Mami decided to get to move on to a more serious subject. "Now that you've been chosen by Kyubey, that means that you're part of the situation. Let me explain to you what it means to be a Puella Magi." Closing her right hand briefly, she opened it to reveal an egg-shaped gem that she placed on the table. It glowed a brilliant gold, greater than the gold of the gem's holder, like that of Mami's eyes.

"It's pretty…" Was all Madoka could think to say. Besides her, Sayaka stared at the gem in silent awe.

Mami smiled, seeming quite pleased that the two were interested. "This is a Soul Gem." She started to explain, the tips of her fingers brushing over the gem. "When you make a contract with Kyubey, this Gem is produced from it. Think of it like a physical signature to a document."

Sayaka turned away from the gem to regard Kyubey with a curious expression. "Contract?" She echoed the word.

Realising that the question was set to him, Kyubey pulled away from the slice of cake he had been quietly munching on and begun to explain himself. "Make a contract with me, and I shall grant you one wish. You can wish for anything you desire, I can grant the most impossible of miracles and make them a reality!"

The teacup before Sayaka rattled when she brought her hands down to the glass table, her eyes wide with disbelief. Madoka nearly jumped out of her skin. "Any wish you say?! Like a wealth of gold and silver? Or eternal youth? Or, or even _you-know-what?!"_

"You-know-what?" Madoka could feel the sweat roll down her cheek as she stared perplexedly at her friend. It was truly a wonder what when through Sayaka's head sometimes, Madoka thought.

Kyubey didn't seem fazed in the slightest, though. His expression remaining as bright and cuddly as a newborn kitten as he chirped. "Yup!" But then brightness in Kyubey's face left like a switch had been flip, his small mouth becoming a thin line as he peered at them with serious red eyes. Having so far only known him so far with usual bright expression, this serious look made him look like a completely different creature. "But in return for this wish, you will have to take on the duty of battling Witches."

Sayaka seemed to notice the firm seriousness in the bunny-cat's voice and seemed equally unnerved by it as she asked. "And what are Witches?"

"If Puella Magis, like Mami, bring hope and joy to the world, then Witches are the opposite," Kyubey explained in that new tone of voice. It was then that Madoka understood that there was much more to Kyubey than he seemed. It made sense, though, if he was the one who made the wishes come true. "They're insidious creatures that bring despair to the world, invisible to the people they prey upon. Anxiety and mistrust, rage and hatred, they sow the seeds of disaster all over the world."

Mami's expression mirrored Kyubey's, face hard and even as a steel beam. Like that time when she was staring up at Homura and her companion. "Suicides and murders that lack a motive, seemingly random acts of wanton suffering, a Witch's curse is most likely the cause. They latch onto people, feeding off their life until they finally consume them."

"How can things like that go unnoticed?" Sayaka unconsciously took Madoka's thought and made it into a stunned question. The pinkette heard traces of disgust in her voice. Clearly, her friend was already disliking the vile creatures.

"A Witch lives within a fabricated space that goes unseen by humans," Kyubey answered. "The place you were in earlier, that was what we called a Labyrinth. The Witch and its Familiars thrive within them."

"You were both in great danger," Mami stated grimly, mouth a thin line. "If I hadn't had been there to save you, you both would most likely be dead now. Or worse." She didn't elaborate on what was 'worse' and the girls didn't question her.

A chill shot through Madoka's heart. She recalled Mami saying, to Homura and the Ninth Grader, that the Witch had left by the time the Labyrinth had disappeared. Back then, she didn't have an inkling of an idea what the blonde was talking about. But now she did, and the chill she felt begun to fill her stomach and turn it into a cavern of ice. They had been _so_ close to death. If Mami hadn't of shown up— "A-and is that what you do, Mami-san? Go out and fight these horrible things?" Madoka asked, not bothering to withhold the fear from her voice.

Mami simply nodded. "Yes, I risk my life, that's why I want you both to give this some serious thought. While Kyubey will grant you any wish, any desire you may have, death _will_ be part of that deal."

Madoka's whimper of fear was followed by Sayaka's exasperated groan. " _Now_ I'm stressed."

Madoka didn't know what to think. Being a Puella Magi had sounded so incredible when they had started talking, like something out of an anime! But now that she had been explained what she would have to deal with by becoming one, of Witches and what they do to people, she found herself quite afraid. Fighting monsters that feed off of people? That sounded terrifying! Her thoughts trailed off into a little place at the back of her head, to be dealt with later, when she suddenly remembered a question she had been wanting to ask Mami. "Mami-san, are there other Puella Magi like you?" Slightly more hesitantly, she added. "Is…Homura-chan one?" Sayaka perked at the mention of the transfer student and turned to the blonde questionably.

Mami nodded. "Yes, there's no doubt about it. She's a Puella Magi too, and a very powerful one at that."

"And what about her friend?" Sayaka piped up quickly. "You sounded like you knew him."

"Joshua Martin." The name rolled off Mami's tongue, a proper foreign name. It fully solidified the fact that Madoka had known the moment she first saw the boy: that Joshua Martin was indeed not from Japan or the Eastern world. "He's a transfer student who joined my class today. I noticed right off that there was something strange about him, that he was one of _them,_ but I never imagined that he was associated with Akemi-san."

The faces of Madoka and Sayaka held an equal measure of surprise, both of them not missing how similar the story sounded. "That's so weird, they both joined at the same time," Again, Sayaka unconsciously said what the pair of them were thinking, though more to herself than to the others. A sudden thoughtfulness covered her face. "Wait, do you know why he fought Kamadeta?" She asked curiously and Madoka blinked in surprise. Of all the questions they could have asked the blonde, that was the last one that she ever expected to be voiced.

Either way, Mami answered. "From what I was told, Kamadeta-san tried to pick a fight with Martin-san. My guess is that he felt threatened by Martin-san presence and wanted to assert some kind of dominance. It was Martin-san who made the first move. The rest, I'm sure, you know." There was unsurprisingly no sympathy in her voice for her beaten peer, a sentiment that Madoka shared and she knew Sayaka did also.

"Martin-san…he's with Homura-chan. So what does that make him?" Madoka asked slowly, hesitant to finish the question due to how absurd it sounded to her. But frankly, everything she had been told thus far had been absurd to the extreme. "Is he…the same as you, Mami-san?"

Madoka twitched as something briefly passed over the blonde's face. It was something dark and angry, appearing for just an instant before it was gone. The pink haired girl couldn't help but feel that the calmness in Mami answer was forced, controlled. "He's similar to me, Kaname-san, in only that he too has made a contract. Asides that, we are _nothing_ alike." She then looked at Kyubey. "I was unaware that boys could make contracts until some time ago. Though he is the first one that I've ever actually met in person." The blonde's molten eyes were sending a silent message to Kyubey that Madoka couldn't begin to understand.

Kyubey seemed to understand and he gave her a nod. He looked back at the younger girls. "Boys _are_ allowed to make contracts just as girls are, there's no reason for them not to. It's just that the number of Puerum Magis in the world today are _far_ lesser compared to the number of Puella Magis."

"Puerum Magi?" Madoka and Sayaka stared intently at Kyubey, eyes filled with interest as Mami took a sip of her tea.

The furry critter's face scrunched up briefly, seemingly mulling over what to say and how to say it before finally, he heaved a small sigh. "Let me explain. Back in the time of knights, Puella and Puerum Magis were quite common. Young men and women would make contracts to protect their families or for other such reasons, and would then use their powers to fulfil that desire. Many would become high ranking knights, renowned for their abilities and for bringing peace, while some were even hailed as brilliant sorcerers. In fact, many of them would become couples and live together. People, who had otherwise had nothing, brought together by war and wishes."

Madoka envisioned a battlefield covered with mist, glowing with the fires of torches and scarred from the metal of horseshoes. There was a lady knight upon a horse, a magical bow and arrow in hand, while a male knight conjured up spells and sent enemy forces packing. Then, when the battle was done, they were together hand in hand. The thought made her smile. Judging by the look she saw on Sayaka's face, she was thinking the same thing too.

Kyubey's face was grim as he continued. "However, as the world developed and changed, so did the majority of boys. Swords and honour were replaced with guns and duty. When the World Wars broke out, many boys of different countries made contracts so they could fight for their respected homelands. But, as they used their abilities to kill the enemy forces, there was a noticeable shift in their personalities. Gradually, it was noticed that they were becoming drunk on the power they possessed. And then many of them became violent and uncontrollable, even killing their own and bystanders before they were stopped by local Puella Magis or exhausted their magical powers. It was decided then that fewer boys would be offered contracts. It was the only way to control the possibility and threat of them descending into madness and causing havoc."

"Well, you goofed on that." All eyes went to Sayaka, who was looking to her side with an oddly dark look on her face. Realising that she had spoken aloud, the bluenette's cheeks went a light pink. "Sorry. It's just...after he beat Kamadeta, I got this…" She trailed off, seemingly unable to put her exact feelings into words. Sayaka's eyes went distant as she looked down at the table before them and Madoka noticed her friend's hands closing into fists on her knees. She couldn't help but wonder what kind of feelings Joshua Martin inspired in Sayaka. She decided that she didn't want to know.

Another question came to the forefront of Madoka's mind. "But Homura-chan and Martin-san, they both fight Witches, right? Why would they attack me?"

Kyubey was the one to answer her. "They were aiming at me. I think they wanted to prevent me from making a contract with you."

"Where's the logic in that?" Sayaka asked, looking as confused as Madoka felt. "The more Magi there are, the fewer Witches there'll be. The fewer Witches there'll be, the fewer people who're killed."

"There's no given rule that says we Magis are all allies," Mami stated, her face showing that she was obviously quite saddened by the fact. When she took notice of the questioning looks on both Madoka and Sayaka's faces, she explained in further detail. "When you defeat a Witch, there is always a reward to gain. There have been many violent clashes to claim the glory of beating a Witch, as well as the spoils of the victory."

"So, if I were to take a guess," Sayaka spoke up after a small moment of consideration, "The reason the transfer students didn't want Madoka to make a contract…was because they didn't want her as some kind of competition?"

"Most likely, yes," Mami answered with a solemn nod.

Madoka was grateful for the silence that fell, it allowed her time to process all the information that she had been told. She thought of Homura, of her cold face and cryptic words, and wondered why she wouldn't want her to make a wish.

Competition. Could that really be the reason? Even if Madoka did become a Puella Magi, a matter she hadn't even given any true thought to yet, she would have no intention of making things difficult for Homura. If anything, she would like them to be friends and work together with Mami whilst fighting. Like Sayaka had said earlier, the more of them there are, the fewer chances Witches would have.

She thought of when she had last seen them, back in the construction area of the shopping centre. Standing tall and above, cold and distant from the rest of them. Unapproachable, _unbeatable_.

People who gave off auras that they were not to be messed with, not to be associated with. The kind of people who her mother warned her to keep well away from.

And yet Homura had given her a warning, however cryptic it may have been. Cherish your family, she had said to Madoka.

So what did that mean? What had gone through Homura's mind to make her give such a warning? If she was, according to Mami, the enemy, then why give a warning?

Madoka's musing died when Mami suddenly, brightly, said to them with a smile as warm as the sun. "How about I take you both with me on my Witch Hunts? Show you what you can expect when you become a Puella Magi."

The shared reaction Madoka and Sayaka gave, a resounding "EH?!", echoed off the walls of Mami's apartment.

* * *

 **Tuesday, March 17th**

"Hey, Sayaka-chan, Hitomi-chan! Good morning!"

"Good mor-ACK!"

Today was warming that yesterday, the sun dominating the blue sky that lacked thick clouds. The rays of the star glowered down unto the Earth, warming up its inhabitants and gleaming off the glass of the towers of Mitakihara and its school. Sayaka and Hitomi had made it to school before her, as per usual, but this time Madoka was not entirely alone. On her shoulder, waving one of his small arms and cooing "Kyu~", was Kyubey.

"Sayaka-san, you look pale," Hitomi stated, looking at her blue hair friend with concern. "Are you feeling well?"

Looking rapidly between her friends, Sayaka quickly got to Madoka side and whispered. "Guess we're the only one who can see him, huh?"

Though amused by her friend's admittedly poor attempt at being sneaky, Madoka decided to respond to her in kind. "Guess so." She whispered back. Meanwhile, Kyubey made himself quite comfortable on the top of the pink haired girl's head. Madoka didn't mind too much. He was soft and warm and his large tail protected her neck from the sun.

Hitomi stared inquisitively at her friends. "What are you-?"

Quickly remembering that they were not alone Sayaka jumped back to the green hair girl, placed a hand on her shoulder and gently pushed her along. "It's nothing, let's go!" She said hurriedly, a wide sheepish grin splitting her face. Madoka followed behind her two friends, quietly shaking her head at Sayaka's antics.

The pinkette then decided to show Sayaka a new trick Kyubey had bestowed upon them. _"Also, we can talk like this. Just by thinking."_

Sayaka jerked to a halt and rounded on Madoka, face frozen and mouth hanging open in obvious awe whilst Hitomi stared curiously at her. Then Madoka heard her voice ringed through her head, just as clearly as though her friend were right beside her. _"Telepathy?! You mean we already have some magical powers, for reals?!"_ The mental exclamation was coloured wth amazement.

 _"No, this is my power at work"_ Kyubey chimed in from on top of Madoka's head, sounding quite amused by the bluenette's thoughts. Madoka barely stifled a giggle as she began to walk forward. _"I'm letting you communicate your thoughts through me. Cool trick, don't you think?"_

 _"It's…kinda weird,"_ Sayaka admitted as she followed beside Madoka.

"Excuse me, but why are you two quiet all of a sudden?" The duo realised that their wealthy friend hadn't moved from her position. They turned to see that she had a confused, almost concerned look on her face. Madoka shared a look with Sayaka, saw the look on her friend's face, and came to the conclusion that neither of them could come up with a reasonable excuse.

But then Hitomi gasped and dropped her bag. Madoka watched in silent bafflement as her face went red, her hands flying to her cheeks. "You mean you've both reached a level of intimacy where you can tell what the other's thinking? And all this happened overnight?! _What did you do when I left you yesterday?!"_ Her voice went quite high as she squealed the last part.

Madoka blinked like an owl, wide and clueless. Where on earth was this coming from? Beside her, Sayaka groaned and crossed her arms over the back of her head as she leant back slightly. Looking at her, Madoka saw that her friend's cheeks were a light pink as she smiled, a curious mix of embarrassment and amusement. "Can't believe she's jumping to _that_ conclusion..." She heard her mutter.

Madoka was a little bit more than confused, wondering just what it was that Sayaka thought Hitomi was going on about. Noticing that her green haired friend looked like she was about to burst into tears, she tried to calm her down. "Well, a lot of things, really…"

Truthfully, Madoka didn't have a clue where she was going with what she was saying but quickly learnt that this clearly wasn't the right thing to say. It was quite the sight to behold, her friend's face going an even deeper shade of red. She then squealed in a high voice. "That's enough, you're both girls! Girls can't love girls!" She promptly ran past the two of them, leaving her bag and them in her dust. As she did, Madoka heard her repeat the words like some kind of desperate pray until she went out of hearing range.

"Hey, you forgot your bag!" Sayaka was grinning ear to ear as she held Hitomi's bag up, cheeks still dusted a light pink.

Madoka's eyes continued to imitate those of an owl until she put a finger to her cheek, murmuring thoughtfully. "I wonder what's up with Hitomi, she's acting a lot like you today."

"What the heck does that mean?!" Was Sayaka's indigent response.

* * *

Sayaka sometimes wondered if she should tell Madoka about— _certain_ things.

It would certainly make explaining Hitomi's actions far easier, not to mention that she'd make a hefty profit out of the adorable reactions that she'd get from her innocent friend. She would both tease her and privately cherish the reactions.

But then she thought of Madoka's mother and decided that she was one woman whose wrath she did _not_ want to entice.

Once they got to their classroom, and after she tried (and failed) to convince Hitomi that what she thought was most certainly _not_ the truth, Sayaka and Madoka went to their separate desks. Though they were only a few feet apart as it was, the ability Kyubey had given them now made Sayaka feel closer to Madoka than she had ever been. The situation, in general, made her feel closer to the pink haired girl.

They shared a secret that only they and an upperclassman were aware of, something none of the other students could spy on or mock them for.

A secret, she grimly acknowledged, that two undesirables also knew of.

The thought of the two transfer students made her stomach turn. She didn't know what her deal was but, after trying to threaten Madoka with her male companion, Homura Akemi was someone who had quickly made her way onto Sayaka's bad list. The list of people she refused to trust, the people who frightened Madoka.

Anyone who so much as caused her friend tear up was undisputedly her enemy.

Truthfully, the raven haired girl had never really seemed right to her the moment she entered their classroom. Homura Akemi was too perfect, too composed and mature to be considered normal. Only as yesterday transpired, as she aced tests on her first go and performed great athletic feats despite her thin frame, did this become even more apparent. The fact that she was a Puella Magi had only been icing on a sour cake.

And then there was Joshua Martin—

Sayaka's feelings for the older boy were anything but pleasant, but they weren't exactly rational either. She herself couldn't explain them. She had tried yesterday to put them into words, only for her to trail off as said feelings rose up in her. They were peculiar feelings. She recalled the moment he had turned to look at her and Madoka after defeating Kamadeta so vividly, his stony brown eyes falling on them. She had been struck with such a chill like some flashy, poisonous bug had crawled over her forehead. Completely illogical, but utterly pure _revulsion_.

Sayaka Miki _loathed_ Joshua Martin, and she didn't even know _why_.

And that frightened her.

How could a person hate another when they didn't even know one each other.

All she knew about Joshua Martin was that he was in Mami's class, was British and was friends with Homura Akemi. That was all she had to go on with him. And for now, that would have to do.

Grimacing at the dark thoughts that swirled in her head, she turned in her seat to the one thing that always brightened her day. Madoka Kaname. Kyubey was on her desk, looking around in what seemed to be fascination. A sudden thought struck Sayaka and she didn't bother to hide the sudden concern that leapt to her face. _"Are you sure this is okay? I mean, tagging along to school with us and everything?"_

Kyubey faced her and tilted his head, his confusion apparent on his small white face. _"Why wouldn't it be?"_

 _"_ _That transfer student is in our class. You're kinda risking your life being here."_ Madoka, who could her mental words and clearly understood her point, gave Kyubey a concerned look of her own. It was still quite early and as such there were only a few students within the classroom, they were either engaged in conversation with friends or resting their heads upon their desks in hopes of catching a few extra Zs. As such, they did not notice Sayaka or Madoka bore holes into the pinkette's desk.

Kyubey gave them both a reassuring, cat-like smile. _"I'd say that school is the safest place for me. Mami's here, after all."_

 _"But she's a Ninth Grader,"_ Madoka stated, her concerned expression still upon her face. Sayaka smiled slightly. Madoka's care for others beside herself often seemed endless. _"Her class is on the other side of the building."_ The truth of that fact struck the blue haired girl like an icy punch.

The high school was large enough to hold three different grade years. From Seven to Nine Grades, Mitakihara Middle School was regarded as one of the largest educational complexes in the country, if not the current world. The classes, though, were separated by the building's design and thus the Eighth Graders found the chance of Mami knowing of any incident quite slim.

 _"There's no need to worry,"_ A familiar, warm voice chimed in their heads. _"I can hear you both perfectly."_

The Eighth Graders jumped, nobody noticed.

 _"She's not that far,"_ Kyubey stated casually. _"My telepathy can reach her just fine."_

Madoka quickly responded to her older peer, looking sheepish. _"Oh! Good morning, Mami-san!"_

There was an impression of a smile in the blonde's voice as it ran through their minds like gentle bells. _"I promise I'll protect you both. And besides, neither Akemi-san nor Martin-san doesn't seem like the type to attack in public."_

 _"If you say so…"_ Sayaka highly doubted that either of her friends would be able to miss how unconvinced she was. Then, as if summoned, the subject of their conversation walked through the class door. The bluenette's expression instantly went sour. _"Ugh, speak of the Devil."_

 _"You took the words right out of my mouth, Miki-san."_ Neither of the two girls needed an explanation on what the blonde meant. Both transfer students had come to school today like any normal student would. But now, now it wasn't so simple. The two knew that these other Magis were dangerous and that even in school they would have to be on their guard. Homura Akemi made no motion that she knew she was being watched but, as she made her way to her desk in the third row of desks, she shot a quick look that seemed like a glare in Madoka's direction.

Sayaka sent the transfer student her own dark look. Whether or not the look had been directed at either Madoka or Kyubey she didn't know but that didn't matter to her, her friends were been intimidated and she wasn't about to stand for that. The fact that Akemi wasn't even acknowledging her was also pissing her off. Was she so beneath the raven-haired girl's notice that she was even worth glaring at?! Then the girl sat in her seat and looked away, the tense moment ending silently.

Sayaka immediately turned to Madoka and saw the fear on her friend's face. Sayaka felt a shard of rage stab through her and felt the urge to stomp over to Akemi's desk and throttle her for putting that fear onto her dear friend's face. She put the thought out of her mind. _"Don't let her faze you, Madoka. If she tries anything, I'll punch her lights out!"_ To punctuate her words, she grinned heartily. It made Madoka smile, a tiny, timid thing, but Sayaka took it as a personal victory none the less. _"And besides, Mami-san's got our backs!"_

 _"That's right, I'll look out for you. Regardless of Miki-san and her punches."_

A squawk of indignation tucked itself under Sayaka's chin and she barely kept it at bay as she gritted her teeth. She sent the feeling in a mental wave. _"What do you mean 'regardless'?!"_

Behind her, Madoka giggled and all was right with the world.

* * *

The first two lessons passed by without incident.

Madoka, try as she might, didn't really pay attention to Saotome-sensei as she explained equations and the like but they simply went in one ear and out the other. She was too busy thinking about what she could make her wish for, and it was quickly turning out to not be as simple as she thought it would be. The reasoning went back to the same thought she had when she had heard Homura's cryptic message: there was nothing in her life to change. She was content with her life, even if it was slightly on the mundane side, and there was nothing that she desired that she would risk her life for. In these thoughts, she doodled in her notepad, sketching rough ideas for how she would like her Magi outfit to look like.

She smiled at her ideal uniform: pink, frills, wide puffy skirt and red shoes. Nobody said that she couldn't choose how she wanted to look in battle.

Battle. Good lord, she was already thinking about fighting.

The smile on her face fell right off. Madoka had never been in a fight before in the life, she just wasn't the kind of person who would get rounded into trouble. Sayaka she could definitely see as a fighter, for justice and righteousness and that was because she was brave. A fact that Madoka both loved and envied about her friend because Madoka _wasn't._ She was loyal to her friends and would stand by them no matter what, but never would she fight.

She idly looked down her rows of desks before her, looking at the raven mane of Homura Akemi. If the Magi noticed she made no indication of it. Madoka's frown deepened. She had no desire to be on bad terms with Homura, but as of yet, the transfer student had shown no wish to be on good terms. The glare that had been sent her way earlier certainly didn't help her confidence.

She looked to Sayaka who, unsurprisingly enough, had dozed off. She briefly wondered if her childhood friend had stayed up last night, thinking about what she herself could wish for. Much like her, Kyubey rested upon her bag, small body rising with his deep breathing. Both the sights made her smile. Her good mood rekindled, practically beaming, she began to doodle again.

Lunch rolled around and Sayaka and Madoka made their way to the roof of the school. They were hoping to have Hitomi and Mami join them, but both girls declined. The former had acted every bit like an angry noble woman, much to Madoka's continued bafflement and Sayaka's peculiar amusement, while the latter had politely stated that she had things to do. Not faltered at all by this, Sayaka marched on with Madoka in tow and Kyubey on her head. Once seated, they began to eat in a comfortable silence. Madoka offered Kyubey some of her food, who accepted it quite happily, chewing enthusiastically. No shocker there, her dad was a great cook.

It was Sayaka who broke the stillness with a question. "Hey Madoka, have you thought of anything to wish for yet?"

A shake of her head was Madoka's answer. "No, I can't think of anything. You?"

The blue hair girl stretched like a cat, her joints popping audibly. She yawned loudly. "I'm stumped. I've been thinking about it so much, my brain is starting to hurt!" Sayaka gave a slight chuckle at her own little joke and got to her feet. She looked at the metal fence that stood on both sides of the roof, the city behind it and beyond. "There's a lot of things I want to have or do, but nothing I would risk my life over." She made her way over to the gate, adding, "Maybe that's what's holding me back, the 'risk your life' part."

Kyubey was eyeing her with fascination. "That's so strange. Usually, when I make the proposal for a Contract, girls jump to it right away."

"Then, I guess we're just fools then." It never failed to amaze Madoka how Sayaka could be so lighthearted about self-deprecating.

"You think so?"

"Yup." Sayaka stood close to the five-meter high mesh fence, the wind making her clothing flutter lightly, her back to Madoka. The fingers of her right hand were curled through the cold metal like small, pink snakes. "We're blissfully ignorant. I mean, think about it for a sec: Have you ever wanted something _so bad_ that you'd trade your life for it? There are lots of people in the world who'd jump at the chance, people far less fortunate than us." Sayaka tightened her grip on the mesh, the thin metal rattling. She laid her head on it. "You see, we don't know what to wish for because we've never known longing like that." Her voice suddenly became tight with pain and vexation. "We're blissfully ignorant of any kind of suffering."

"Sayaka-chan…" Madoka instantly understood where Sayaka was coming from, why she was suddenly so distressed. And, much like her hatred towards Tenco Kamadeta and constant visits to music stores, the reason related to a boy called Kyosuke Kamijo.

Sayaka made a light sound, a gasp, and turned to face Madoka. A small, wane smile was on her face that tugged at the pinkette's heart strings. Madoka hated seeing her oldest friend upset. "It's not fair, Madoka. I mean, I get to have a wish, but there are _so_ many other people in the world who deserve it more." Her blue eyes went to Kyubey. "Why us? Why did we get this chance?"

Kyubey didn't answer. The wind suddenly picked up and something appeared in the corner of the girl's eyes.

Madoka turned left.

Sayaka turned right.

They were both greeted by the sight of Homura Akemi and Joshua Martin, walking down the path towards them. Their arms at their sides, their faces blank and unreadable, they both look utterly bored.

Madoka acted on instinct, pulling Kyubey to her chest protectively as she jumped to her feet. Sayaka instantly went back to her side, stretching out an arm before her like a shield. Like she had done yesterday. Like she always did. A ball of ice formed in Madoka's chest as the duo continued towards them. Where they here to fight? She couldn't tell, their expression so masterfully empty. Could it be that Mami's words about the two not being willing to attack in school were about to be proven incorrect?

 _"It's okay."_ The pinkette jumped at the soft, confident voice that rang in her head and took a quick glance to the left. In one of the building's towers that were not meant for any students or any of the staff, mere construction details added to make the school look cool was a dark figure. Madoka knew it was Mami. She could just see the glow of the blonde's Soul Gem.

If either of the transfer students were aware of the blonde they made no sign, their eyes clear and focused on what was ahead of them. They were like the eyes of a hawk, one pair brown and the other purple, eyeing a potential meal. The duo stopped when they were about eight feet away. Close enough for Joshua Martin to do anything should Homura ask of him.

A stretch of silence, then:

"Back for more, huh?" Sayaka hissed, a remarkably angry look on her face. Seeing her expression, Madoka realised that her friend was quite ready to fight on her behalf should she have to. The thought made her stomach turned uneasily.

"No," Homura said, her face blank like a china doll. The Brit simply stared at them, tucking his hands into his pockets. "That's not our intention. Besides, nothing good would come from it. We're already too late." It was anyone's guess as to what she meant and it didn't seem like either of the two were ready to explain. Homura's eyes, as cold and as sharp as shards of purple glass, focused on Madoka. "You remember my warning, from yesterday?"

It took Madoka a second to respond even though there was no malice in the question. "Yes…"

"Then _don't forget it."_ The raven haired girl's voice took on a hard edge that the pinkette was becoming quite familiar with. She briefly looked at Kyubey, cold purple meeting curious red, and abhorrence danced briefly over her face. "So you don't ever regret listening to _this thing's_ honey coated promises." There was more than a hint of loathing in her voice. When Homura turned away, Joshua stepped to the side. He hadn't said a word, his expression fixed and unchanging. "I pray my warning won't be in vain. Goodbye."

The farewell was said over her shoulder without a backwards glance and once they were spoken the two begun to walk away, Joshua a step behind Homura. Perhaps she and the boy would have left peacefully if Madoka hadn't of blurt out:

"W-wait, Homura-chan! I'd like to know what you wished for when you became a Puella Magi!"

Madoka wasn't sure what power had persuaded her to ask such a personal question, but something in her was desperate to at least try and understand her aloof classmate. The reactions she gained were not what she was expecting.

Joshua Martin didn't react, at least not to the question. He stopped when Homura stopped and turned slightly to face his Master, watching her intently. Homura had jerked to a stop and half turned to face Madoka, raven hair falling over the right side of her face like liquid darkness. The lone purple eye that stared at her was narrowed, and there was a great turbulence of emotions playing over her countenance. Loathing, anger, disgust, _pain_. Her jaw squared, she looked ready to scream.

And Madoka felt an odd sensation.

It was just like the first moment she had seen Homura Akemi, walking into their classroom like something out of a dream. A sensation akin to a sudden, sharp burst of static running through her mind. A harsh, grating sound filled her ears and she blinked it away. Her own emotions startled her.

Why did she suddenly have an overwhelming sense of guilt?

Homura Akemi turned away and left, a hand rising up to toss the hair out of her face before it returned to her side clenched. Joshua Martin lingered for a moment, eyeing his master's shrinking back before he half turned his body to look at Madoka and Sayaka. The two flinched but the boy did nothing. His expression was every bit as blank and unreadable as it had been since he arrived with Homura. Almost completely the same as it had been the day prior. He then did something which took Madoka's breath away.

Joshua turned his head and looked at the tower before him. He knew Mami was there. He must have known since he arrived, Homura too.

With a final, emotionless glance back at them, he turned and jogged away.

His departure left a blanket of silence, in which Madoka and Sayaka finished their lunch without another word said.

* * *

He caught up to her easily enough, finding her barely a quarter of the way down the stairs that would lead them back to the main building of the school. Stopping a step behind, he tucked his hands into his pockets again and followed her wordlessly. (The jog hadn't tired him at all)

She was angry and he knew it. Though her outward expression gave away nothing, he could see past it, the mask that she wore. She was seething inwardly, wanting to lash out at something and he was frustrated that he could not offer her (someone) something to take out her anger on. Her anger, of course, concerned him. Only because he was worried about her feelings. (He hated seeing her upset)

"Are you alright, Master?"

These are the words he wanted to say, that he ought to say, and though they crawled up his throat like scalding bile he didn't let them pass his lips. So many times he had asked that question before, and so many times did he get bitter, scathing responses in return. It's a (stupid) meaningless question and he knows it and he damns himself for been so thoughtless. Of course, she wasn't alright. She was never alright when it came to Madoka Kaname.

He (very much) doubts that she will ever be alright.

So he followed her, offering no words of comfort, but just _being_ there. As long as she knew he was there, knew that he'd always be there, she would always have someone to talk to if she needed to.

He so desperately ( _pleasepleaseplease_ ) wanted to hear her voice.

The walls that encompassed the stairwell were sterile white and he focused on them. He inhaled calmly, deeply, as though the feelings that bubbled so dangerously close to his skin weren't there. He ignored how his heart felt like a ball of lead inside his chest, how his ever constant hate pumped like sharp venom through his veins and how tight the coils of muscles in his arms felt. (How much he wanted to hold Madoka Kaname's heart in his hand)

 _Crack_

The sound echoed in his skull and he visibly winced, suddenly feeling as though a stake had been driven into his brain. He closed his eyes and inhaled again, face giving away nothing even as his brain suddenly felt like it was vacuumed packed. The echo of the sound ( _crack, crack, crack_ ) persisted. To counter it, he opened his eyes and focused on his Master. As they turned to go down another set of stairs, he caught a sight of her face. The smooth features, the thin cheeks, the stony purple eyes and the raven black hair that flowed behind her like an onslaught of obsidian water. The pressure left.

He closed his eyes and listened—

Nothing.

His (heart) head was as empty as the walls around him.

The rest of the walk down the stairways was done without any interaction between them, the silence hanging over them comfortably. When they were about to part ways to their respective classrooms, she called out to him. "Joshua."

He turned to face her immediately, spinning on his right heel. "Yes, Master?" Seldom did his Master call him by his full name, unless it was something serious. He ignored the slight quickening of his pulse.

She didn't look at him, only straight ahead. Just like always. Always looking forward, always planning for whatever would come their way. Her firm stance revealed nothing, she was nigh unreadable to him. Over her shoulder, voice cold as steel, she said. "This is an order."

He allowed the smile, dark and deadly, to crawl onto his lips.

It was time to ( _play_ ) work.

* * *

She walked aimlessly, without a purpose.

Her life story in one word: aimless, pointless.

All she had was the voice, leading her, promising her.

 _Come,_ it said, _come and be free. Come and be at peace._

Peace and freedom. Both sounded so appealing.

Soon she found herself in darkness, climbing. The voice guided her, her only friend in the word.

 _Climb,_ it said, _climb and be free. Climb and be at peace. Soon._

Her peaceful smile on her pretty face did not match the emptiness of her eyes.

Soon, the voice promised her.

Soon she would be free.

Soon she would be at peace.

* * *

 **4:10 PM**

The city, illuminated by the setting sun, glowed a majestic orange.

The shadows of the tall skyscrapers, shining like beams of light, left the houses and smaller buildings blanketed in cool darkness. Through this darkness, only broken by the gaps between the structures, Madoka and Sayaka followed behind Mami Tomoe. Currently, Mami was explaining the purpose of a Soul Gem. They had started back in the construction site within the large shopping centre. The magical item in question was glowing lightly. "It's picking up the magic residue of the Witch. When we hunt, you have to go through the city on foot until your Soul Gem picks up the trail. Then, once you have it, you follow until you find the Witch."

"That's it huh?" Sayaka had murmured. If Madoka had to guess, she must have been bummed out by the simplicity of hunting. She must have been hoping for something exciting, something that would get the blood pumping. Privately, Madoka was quite pleased by how simple it was to find a Witch and thought that her best friend had to stop comparing everything to anime. She played the idea of hiding her DVDs before pushing it aside to focus on Mami and her words.

They soon left the centre and, as the Ninth Grader said, continued looking for the Witch on foot. Mami kept her Gem in her hands, eyes not leaving it once, while the Eighth Graders trailed quietly behind her. In Sayaka's hands was a bat, which she had brought along just in case it would be needed, and on Madoka's head was Kyubey. Nothing was said for a long time, only the sounds of everyday life washing over them like the lowering sunlight. Car engines roared, people chattered, children giggled.

Madoka saw all these things and was momentarily stricken by the realisation that her life might never be so ordinary ever again. But that was why she was here, wasn't it? So not be ordinary, to be different?

Wasn't it?

Sayaka decided to strike up a conversation, asking, "Say Mami-san, do you look anywhere in particular when hunting?"

Mami didn't take her eyes of her Gem as she answered immediately. "Any place where death, sadness or grief can happen. I check the streets, where car crashes can occur, and the red light district, where fight break out. I also look at places where people go to commit suicide." A grimace cut deeply into her face. "And I check the hospitals, the worst place for a Witch to hide. It's horrible to find them feeding off the life force of people who can't defend themselves."

The bluenette's voice carried a small hint of concern as she noted. "Your Soul Gem's not glowing anymore."

"It's been a whole day since the Witch appeared," Mami explained, "The trail's faded somewhat."

The words were like a cold punch into Madoka's stomach. "T-then, if you hadn't saved us..." She couldn't finish what had just occurred to her.

"Then I might have been able to follow the Witch, yes." There was no anger in the blonde's words, she was just stating a fact. She then sent Madoka warm smile, zero aggravation to be seen. "But then I would have had to leave the two of you behind, and that was something I didn't want to risk."

The kind, reassuring words did little to numb the guilt in Madoka's heart. How many people had been put in harm's way because Mami's had protected them, because of their blind stumbling in something they didn't understand? "I'm sorry," She felt inclined to say.

Mami breathed a small, amused laugh. "It's fine."

Sayaka's reaction was much more enthusiastic as if she hoped to blast away the grimness with her joy. "Yep, you really are an ally of Justice, Mami-san!" The brightness in her tone left quickly as she then added bitterly. "Unlike those psychos. What's their deal, they really piss me off!"

The face of Homura Akemi, the pale face loaded with so many emotions that Madoka couldn't even begin to decipher all of them, appeared in her mind. She frowned, wondering why Sayaka was so quick to brand Homura and Joshua as the bad guys. While they had yet to do anything definitively good, or at the very least something that allowed them to be approachable, she didn't think it was fair to just say they were bad and leave it as that. But she sadly knew that to try and alter Sayaka's opinion would be a pointless battle. When the bluenette said someone was bad, very little to be done to sway her thoughts. Madoka shook her head. Best not to think about that right now, she thought to herself.

Suddenly, Mami's Soul Gem flashed brilliantly, looking like a tiny star that the blonde had plucked out of the night sky. Said blonde's eyes widened. "It's picked up the trail! This way!" She broke into a sudden sprint and the girls followed her wordlessly. Madoka felt her heart thunder in her chest. This was it, this was the moment all of today had been leading up to.

This was her, returning to that living nightmare.

In no time at all they were before an abandoned office building, roughly eight stories high, it's withered structure and multiple broken windows telling the story of how long it had stood. Buildings like these were not uncommon within Mitakihara, for as it grew each year the buildings that had outlived their usefulness were simply left behind to gather dust. Very few were completely demolished, for contractors would merely set their sights on the land left untouched on the outskirts of the city. The abandoned buildings were left to either decay, the homeless, or the unruly.

Sayaka suddenly cried out in horror. "Mami-san, up there!"

They all looked up to the top of the building and standing there, on the edge whilst holding the railings, was a person. Madoka could just barely see them, their body outlined against the orange sky. Before Madoka could think of anything to say, before she could process the image her eyes sent to her brain, the person released their hold on the railings and plummeted to the ground like a stone dropped from a bridge above water.

Madoka cried out in wordless horror, hands slapping over her face as her mind went white. It tried to fill itself with false reassurances, that maybe she was jumping to conclusions. Maybe this wasn't what it looked like. Maybe they had already entered the Labyrinth without them even knowing it and the Witch was using illusions to hurt them, to mess with their heads.

 _"This can't be happening, this can't happening, this can't be happening!"_

Gold light shined through the creases of her fingers and she removed her hands just in time to see Mami Tomoe, within her Puella Magi uniform, throw out her hands towards the falling person. Golden ribbons materialised and grabbed onto them, turning their rapid descent into a gentle lowering to the ground. The ribbons disappeared once the person touched the ground, and Madoka numbly saw that the person was a woman. She must have been as old as her mother, had short cut dark hair turned into a small ponytail and was dressed in some kind of business uniform. Mami was at her side, kneeling, muttering something to herself. When she finally noticed that the two of them were frozen in place, she turned her head to face them and said calmly, "It's okay. She's just passed out."

Madoka opened her mouth to say something, but all that left her was a hoarse squeak. Each word that her mind thought up to say felt heavy and impossible to move past her tongue. Her ears rang with the pulse of her own heartbeat, her mind reeling.

That had really happened. This was real.

She had just watch someone actually try to end their own life.

She looked to Sayaka and saw that her friend was very pale, wordlessly staring at Mami. Her mouth opened and closed like a fish out of water until she finally spat out thickly. "What was that?! Why did she-" Sayaka, it seemed, was struggling to find the proper words to express herself. "Was this the Witch?" She got out, and Madoka heard the anger clearly in her voice. It helped her in its own way, making her forget about the sound of her pulse.

Mami stared hard at them for a moment, as if thinking a proper response, before gesturing them over. They complied and, once she was looking over the blonde's shoulder, she got a better look at the woman. She saw that she had a beauty mark on the left side of her chin, a necklace with a red jewel, and an odd tattoo on her neck. No, wait. The pinkette narrowed her eyes and saw that, yes, the 'tattoo' was moving. Within a withering black mark that looked more like a bruise was what appeared to be a red outline of a butterfly in a circle. "It's a Witch's Kiss," Mami said by way of explaining.

"Kiss?" Madoka asked.

Mami got to her feet and turned to face them, a rifle materialising in her hands. "I'll explain in a bit. The Witch is inside, we can't let it escape again! Let's go!"

They made their way into the building, large and desolate. Chair and desks stood silently, dust twirled in the rays of sunlight and shadows became black pits in certain spaces. Kyubey wordlessly hopping into Madoka's arms. She squeezed him close to her. Mami took three steps forwards, the small flower shaped gem on her hairpiece glowing. Then, at the top of the staircase before them, what appeared to be a portal came into being. It had the same butterfly crest as the Witch's Kiss in its centre, with what looked like butterflies covering its outer edges.

Madoka quickly realised that it was the entrance to the Witch's world, its Labyrinth, and trepidation squeezed her heart. This was it.

"You won't escape this time," Madoka heard Mami murmur, gazing coolly into the portal. Without looking, she reached out and grabbed Sayaka's bat and it began to glow a golden hue. Both Madoka and Sayaka stared at it, stunned. "It's not much, I know," Mami said as she made her way up the stairs. "But it'll help you fight off anything that tries to attack." Stopping just four steps away from the portal, she turned back to her charges. She offered them a warm, confident smile. "Stay close to me when we're inside, okay?"

"'Kay." Madoka and Sayaka said at the same time, both in different tones. Sayaka sounded excited, Madoka could hear her own fears bleeding into her voice. The Eighth Graders made their way up the stairs to join Mami, Sayaka grinning excitedly all the while. Madoka wondered just what kind of thoughts were going through her friend's head. Wasn't she at all worried?

Being a step behind Sayaka, Madoka got the honour of watching the two before her go first into the portal. Madoka saw that there was no pause in Sayaka's steps as she followed after Mami, unlike herself, who stopped right before it. This was it, she told herself, her pink eyes reflecting the light the portal gave off. This was her, following her friends into an unknown world, and she was afraid.

No, scratch that. She was scared out of her mind.

There was no one to tell her to hurry up, no one forcing her to make a choice. Not even Kyubey, who stayed silent in her arms, said anything but she found herself momentarily rigid with fear. The seconds seem to drag on for an eternity. She thought of Sayaka and her excited smile, and then of Mami and her own smile. The thought of that warm, confident turn of her upperclassman's lips caused the trepidation that clung to Madoka to lessen.

Realising that she was taking too long, suddenly feeling lighter than before, she promptly hopped in.

* * *

 **Inside the** **Labyrinth**

They went through a door.

Then another.

And another.

Finally, they were within the Labyrinth. Madoka found that, even though this was apparently the same Witch, the layout of its world was completely different than before. Instead of the wide sky blue landscape with eyes and windows, there were large steel beams with the cotton creatures passing roses to each other. Walls stretched upwards to the point where they seemed to pass into the sky, a sickly shade of orange, whilst stairways seemed to stretch on boundlessly. They followed behind Mami wordlessly, past various doorways that lead into different sections of the world. So far, to Madoka relief, there was no sign of any creatures.

Eventually, they came to a standstill at the foot of a large stairway. The colour of the steps, Madoka noted, was the same bile-like orange as the walls. A group of small creatures, six in total, floated above them. They looked like they were made of three blobs of melting vanilla ice-cream, with multiple eyes blinking at them and butterfly wings that kept them in the air.

Mami reacted immediately, bringing forth a rifle and blasting one of them to oblivion. The move sent the others into motion and they dispersed, flying around in a way that reminded Madoka of startled birds before they soared down to attack like birds of prey. Tossing the rifle she had previously used, the blonde produced a new rifle in each hand and shot two of the creatures into bits. She dodged one charging towards her, spun 180 degrees whilst throwing aside the weapons in her hands and got it with a shot from the new rifle that appeared in her right hand.

A sort of tittering sound brought Madoka's attention away from the blonde and she turned to see the last two creatures eyeing her, most likely seeing her as easy prey before they charged at her. She cried out, almost falling to her backside before a blur of blue, cream and glowing gold got between her and them. Sayaka swung her bat in a wide arc, hitting one of the critters dead on. "Pugyah!" It cried at it was sent flying, much like the ball the bat was made to strike before it dissolved into golden particles. The other, the last creature, met a slightly more messy end. The bat Sayaka used like a sword sliced the thing in half, spilling what looked like black blood onto the orange wall like some sick mockery of art.

Silence fell. All was still, save for the heavy breathing of Sayaka. Madoka stared at her friend's back, her moving shoulders and the dirty baseball bat. The Sayaka turned to face her and she was smiling, somewhere between excitement and kindness. "You okay, Madoka?"

The pink haired girl chose to answer with a nod. She didn't trust her own voice at the moment.

Once Mami made sure they were alright, they were off again.

On they went, passing through different doorways. Neither Madoka or Sayaka questioned how Mami knew which way to go in this otherwise endless world, believing that she must have known what she was doing. Of course, she must have, Madoka told herself. She was a veteran, after all. More weird critters, Familiars Kyubey called them, appeared but were dealt with swiftly and effectively by Mami. They passed walls with odd portraits, large eyes that tracked their movements, and the sky above them turned red and looked as thick as blood.

Again, Madoka felt as though she were trapped in a living nightmare. But despite the fear that gnawed at Madoka, from each sudden occurrence to every counter blast of Mami's rifles, she felt remarkably _safe._ She was in awe of Mami Tomoe, this older girl who made fighting such horrible monsters look so easy and gracefully beautiful. She had never met such a person before. She had seen Sayaka and Tenco fight before, the former with a fierce determination to never back down regardless of the odds that inspired her and the latter with a cruel scornfulness and pleasure regardless of his victim's age or strength that made her stomach turn.

Mami wasn't like them, Mami was a person with a smile as bright as the sun and a cool fighting prowess. She was different to what Madoka knew, had ever known before the blonde had calmly walked into her life, and the pinkette found that interesting.

Perhaps that was why she was willing to follow the blonde, despite her trepidation.

They came to another stairway, but this time they were able to start climbing it without any distractions. They only made it halfway before Mami came to a sudden stop, throwing her hands out to halt the two following her. The reason why appeared as soon as the question flew to Madoka's tongue. Up from the large, flat steps they appeared, like zombies rising from graves in horror movies. Madoka recognised them instantly, ice filling her stomach. Black, shifting, distorted figures stood before them. Their eyes white and mouths gaping wide, hissing like disturbed snakes.

"Leave these ones to me," Madoka looked at the Puella Magi's face and gasped quietly. Mami Tomoe's face looked as though it was carved from stone, her eyes cold as ice. If the expression had been on someone else's, specifically Homura Akemi's or Joshua Martin's, she wouldn't have been as shocked as she was. But to see it on the face of person as warm and as friendly as Mami—

"Stay well back and don't get involved." She wasn't asking them, she was _ordering_ them.

The muskets that materialised in the blonde's hands promised death. She raised them both and pulled the triggers with a moment's hesitation, black blood flying from the heads of the two in the front of the group. As they fell and melted away into nothingness, two more lunged forward at the Magi. The blonde stepped forward to meet them, flipping the muskets in hand so that she was holding them by the barrels. She swung them like batons, one left one right, and the two figures were promptly sent over the edges of the stairs. She tossed the rifles aside and five more suddenly appear before Mami, each one bursting golden fire at her unspoken command. The orange steps were splattered by the black rain that fell from the creatures' bodies.

Madoka could not see Mami's face but she knew she wasn't smiling. Knew that, if she were to see her face now, it would not be the warm expression she had come to know and like about the blonde. It would not be the face of the Mami Tomoe she knew.

Her attention was quickly diverted by a low hissing sound and she and Sayaka turned to see two more of the black creatures sliver out of the steps behind them. They charged forward at the girls without hesitation. Madoka's sound of terror was drowned out by Sayaka's own, her friend waving the bat like a fool. Something whistled between the space between the girl's heads and the back of the two creatures' heads blew opened. They went limp like puppets with the strings cut, collapsing and dissolving on the steps.

Madoka turned and confirmed her early thought: Mami wasn't smiling. Her face retaining that cold professionalism that Madoka had only been hinted to yesterday after she had met the blonde. But despite the coldness of the countenance, her voice was gentle and compassionate as she looked over the Eighth Graders. "Are you okay?"

Sayaka blinked, looking minutely startled, and asked the same question that Madoka had been thinking: "What the hell were those things?!"

It was Kyubey who answered her. "These creatures are called Shadows. They're what become of humans who are pulled into a Witch's Labyrinth."

It took Madoka's mind a moment to understand the white creature's words and for a second she was certain her heart had stopped. In its place came a cold, aching void. She looked from Kyubey in her arms to Mami standing a few feet before her and suddenly there was so much about the blonde's face that Madoka hadn't noticed. The dim of her bright eyes, the thin line of her lips, the weariness of the countenance and utter lack of usual welcoming warmth that she gave off like the sun. Madoka could hardly form a coherent sentence. "You mean…they're…"

"Remember what I said about how dangerous it was to fall into a Witch's Labyrinth? That there was something 'worse' than death?" Though the blonde's eyes were on them she was not looking at the girls, her gaze staring off into some distant place. Her voice was even, nearly emotionless. "This is it: this is the worse fate for the victims of Witches. I told you before that they fed off the lives of humans, well, this is the end result of their feedings. They drain people of their lives, taking everything they have, everything they _are_ until they become mere husks of their former selves. Until they're just shadows of humans."

"That's… _horrible."_ Sayaka breathed, disgust etched deep into her face.

Madoka was very pale, mind blank. She idly aware that she was squeezing Kyubey so close to herself, as though he were one of her stuff toys. The idea of fighting monsters that feed off people was bad enough, but now that she knew exactly what Witches did to people she found herself on the verge of being sick.

Mami blinked, her eyes gaining focuses and to Madoka's horror she suddenly she looked completely lost and as though she _didn't know what to do_. The blonde turned away, hands clenched at her sides, and looked up the remaining steps that carried on into the sky. When she next spoke, her voice came out levelled and controlled. "How far away is the Witch, Kyubey?"

"Not much farther now," Kyubey spoke up, sounding completely calm within Madoka's tight grip. In fact, he had remained quiet throughout everything. She summed it up to him having prior experience to all this. "The centre of the Labyrinth is just ahead,"

"Then let's get to it." Without a backwards glance, Mami continued onwards. Madoka shared a brief, concerned looked with Sayaka before they quickly caught up with her.

Barely a few minutes later, they came to a doorway guarded by cotton Familiars with scissor appendages. The door looked like something a playschool child would make, very crude and basic in design and garishly colourful. Its frame was marked with roses and the doorknob looked like with was make with balled up string. Mami made short work of the small creatures.

The door opened without it even being touched and they were then pulled into a tunnel made of red and black monarch butterflies until they passed the final door with the same crude design.

The centre of the Labyrinth was laid out like the inside of a colosseum, a bowl like room with each part of the circular wall made of what seemed to be different walls. No section had the same design. Some had butterflies, others had red fire exit signs, and others had odd letters written on them that did not look like anything from the human world. The 'ceiling' was comprised of roses and thorn branches. The ground, green and looking very much like short cut grass, was littered with various things. There were thorn branches with black leaves as large as a person, scissors that were stabbed into the ground and were topped with moustached cotton, and butterflies impaled on spears. At the other end of the room, Madoka saw _it_.

It stood, or rather sat, on a bench which had the same butterfly motif that had been present throughout the Labyrinth. The body was hard to describe, the best one could describe the hunched orange body was that it looked like something out of a lava lamp. It had six small insect-like legs, black butterfly wings on its back, and a head that looked like it was made of a sloppy slab of slime. Its 'eyes' were roses, red as blood, eight in total. The creature's body straightened, its massive head turned slightly in their direction and Madoka could feel every one of its eyes strike her with a glare.

"There," Mami stated, voice steely. "That it is a Witch."

"Gross…" Murmured Sayaka.

"It's awful," Madoka whimpered, finding it quite hard to look at the nightmarish abomination. She had the childish urge to duck her face into Kyubey's plush body. "You're really going to fight it?" She shot an anxious look to Mami's back.

"It's fine," Mami turned to face them with a calm smile, speaking reassuringly. "I can _never_ lose." Without asking she took the bat from Sayaka, spun it in hand and stabbed it into the ground. It throbbed with power, and ribbons exploded from it and created a barrier between the Eighth Graders and the Puella Magi. Mami turned her back to them, looking out towards her foe. "Stay here." She ordered, leaving no room for argument, and jumped off the platform without another word.

* * *

Mami Tomoe hated Witches.

She doubted that there was anything wrong with her for feeling this hate. If anything, she felt that it was completely justified. Witches were malformed abominations that preyed on innocent people and drained them of their lives. They are evil, profiteers of suffering that are without pity or remorse for the suffering they inflict upon others.

It is for these reasons that Mami Tomoe is proud of killing Witches, of ridding the world of their existence.

When she had first become a Magi, walking out of the wreck of fire and steel that had been the remains of her previous life, she had been full of anger and grief. She had fallen into mourning but had no one to turn to. No shoulder to cry on, no friend to offer her words of comfort and nothing to vent her frustrations upon. But he had been there. Kyubey had been by her side, had stayed with her for those first hellish days of loneliness and had been the one thing keeping her from sinking deeper into despair.

Kyubey had been the one who had given her a new purpose, who had told her of what her new abilities were to be used for and had been the one to led her to her first Witch.

Mami admitted that she was guilty of having enjoyed fighting her first Witch. She had fought with none of her usual grace or tacts that she used now. Back then she had lost control; she had become a tsunami, uncontrollable, killing with no more thought than a wave of water. The Witch, its Familiars and all the Shadows had all be massacred, slaughtered by her as she screamed and cried and raged in all her frustration and pain. By the time it was over, Mami had not been surprised that she had been capable of such destruction.

She had been surprised that, once it was done, that she felt much lighter than she did before.

Kyubey came by her panting side, dropped the Grief Seed before her, and congratulated her on a job well done. She had blushed, accepted the Grief Seed, and had carried on ever since.

It had been cathartic, the first few days of hunting. Mami hadn't allowed herself time to stop, only when Kyubey had warned her about over excreting herself and her magic that she pulled herself back. By that time, she felt better. And it was then that Mami Tomoe began to pick up the pieces.

She found herself an apartment.

She got herself into high school.

She learned how to control her magic, how to make fighting easier for her.

And, most importantly, she learnt how to present her before others. How to smile and act cool, even under the worst of situations.

The old had gone out, the child who had been in a horrible car crash, and in had come the new. The Puella Magi.

Like a phoenix, rising from the ashes, Mami Tomoe had been reborn.

And then Mami Tomoe had learned what the Shadows were.

She had been into her new life for half a year, following the trail of a Witch. When she had found it, she had been horrified to find that she had come too late. The people the Witch had lured were already being drained of life. Just as she was about to transform, just as she was about to fight, she saw it. The blackening of their skin, the removal of all discernible features and gender, the eyes going white and empty and the mouths stretching and curling into perfect O shapes. What had imprinted itself wholly into Mami's mind were the death rattles, slowly morphing into snake-like hissing.

And then they were no longer human. Now they were only Shadows.

Shadows were humans.

And then Mami felt a surge of horror and rage that she had never felt before.

Before that day, Mami had a natural dislike for Witches. But since then, Mami has loathed Witches with a passion. Sometimes she felt like she hated them more than any other Magi.

That's why, when she landed perfectly on her feet and stared unflinchingly into all eight of the abomination's rose eyes, she made the first move by crushing one of the budding Familiars under her shoe. To her dark satisfaction, it worked like a charm as the Witch screeched shrilly and focused on her.

Ribbons collected in her hands, they expanded and morphed until they became rifles. The Witch attacked before she could formulate a move, spinning its massive body while gripping the bench it sat on and throwing it at her. Reacting fast, the blonde leap back before she blew the giant piece of furniture apart, the two giant pieces flying past her and crashing behind her in a burst of dirt.

The Witch didn't follow up on its attack and Mami cursed silently when it quickly became apparent that its previous move wasn't even an attack at all. A diversion. The Witch was now skittering up the rotating walls like a startled cockroach. _"How appropriate,"_ Mami took off her small, feathered hat and made a sweeping gesture with it in hand. A cluster of musket fell from it. The Puella Magi wasted no time, fire each weapon one after the other and tossing each rifle away after one shot. One shot was all the rifles could produce. One shot from each was all that she needed.

Each and every bullet missed the Witch, punching their way into the walls. To a casual view, one would think that Mami Tomoe had never been in a battle before in her life. Distantly, she heard Sayaka cry out that she was missing. She smiled to herself. _"Just keep watching,"_ She told them mentally.

The momentary use of mental communication cost her.

A sudden small group of small Familiars floated together in a line before their forms darkened and moulded into one, becoming a sort of whip that quickly wrapped itself tightly around Mami's waist. As disgust shot through her body she was hoisted high into the air, hanging upside down like bait on a fishing hook. The coil, she noticed, was attached to the Witch. The Witch was the one holding her. Where she any less experienced, she would have panicked. But she didn't worry. She didn't because she knew exactly what to do, knew exactly how she was to beat this Witch.

The Witch was already dead. The rest was mere detail.

She put on a good show, firing the rifles in her hands and missing spectacularly. Each shot zipped past the desired target and went into the ground, destroyed some of the roses in the progress. The air roared in Mami's ears as the coil threw her across the room until she impacted solidly into the wall, leaving the blonde in a mess of broken rock. Had Mami been a normal person, she would have been dead on the spot. But Mami learned long ago that being a Magi meant she had more durability than a normal person and whilst she felt the pain rock her body, rendering her momentary winded as the Witch yanked her out of the crater she made and then dangled her above itself, her magic quickly got to work at nullifying the pain.

"Mami-san!" Madoka Kaname's voice dispelled any and all pain that lingered in her head.

Hearing the fear and horror in the young girl's voice, Mami opened her eyes and turned to face the two. She wondered if, with the distance between them, if they even saw the bright smile that curled naturally onto her lips. _"It's okay."_ She projected her voice through Kyubey and into their minds. She made sure that she sounded calm and playful. _"I can't allow myself to look uncool before my Puella Magi novices."_

Gold flicker in the corner of her eyes and she didn't need to turn to see her magic working. Madoka and Sayaka would be able to see the golden threads and ribbons rising from the bullet holes of her previous attacks. The Witch, she noticed with a hefty dose of amusement, noticed too. She watched as the monster scampered over, lowering its massive, malformed head to assets the damaged done before its head quite literally exploded. In a blast of slimy green, the sludge and roses were replaced by the largest butterfly Mami had ever seen. It had white dot markings on the lower sections of its black wings, seemingly the Witch's new eyes, and had metal thorn branches spewing from whatever was left of the green mush of its previous head. With a deep, gurgling growl, it reared itself back, ready charged at her.

The blonde smiled victoriously.

The golden threads and ribbons shot forward, wrapping themselves around the Witch before it could even take a single step, turning it into a withering and shrieking mass of dirty colours and dark emotions. And just like that, the battle was over.

Now all Mami had to do was kill it.

"Let's wrap this up," Mami said to herself, removing the golden bow on her collar. It moved with a mind of its own, cut the coil that held her clearly in two. She allowed gravity to bring her down to the ground, spinning and manoeuvring herself in midair so that her feet fell first. The ribbon transformed, become a gun the size of a four-seater car. Mami held it as though it was light as a feather. What the heck, she thought. She would end this little training route with the girls with a bang.

The Witch withered in her trap, unable to escape. Like with all other Witches that she had fought before it, its fate was sealed the moment she had entered the Labyrinth.

 _"TRIO FINALE!"_ The blast of the weapon blew the Witch's head off cleanly, leaving it a large, headless thing that swayed in place for a moment before it exploded into a mess of butterfly wings and rose petals. Mami would never understand the reason why Witches died in such radically different ways and wasn't about to bother finding out for herself.

Landing perfectly on her feet, she spun and grabbed a saucer and teacup. Taking a calm sip of the tea, she allowed herself to enjoy the warm Jasmine scented fluid as it rolled down her throat and settled in her stomach. Looking up at the younger girls, she gave them a bright smile.

"She won…" Said Sayaka

"Cool..." Madoka said a second later.

Both their eyes were sparkling, smiles stretching their lips wide. They wordlessly told her that they very much enjoyed her explosive finale and Mami flushed lightly. It had been a very long time since someone had appreciated her fighting style.

The sudden shifting of the Labyrinth helped her ignore the sudden flash of red eyes and a fanged grin that danced over her eyes.

The world of the Witch distorting and melting back into the real world and she was surprised to see that they were in a different section of the building. With large windows beside them, the setting sun lite the room in a bluish orange as it went behind the tall buildings. If she had to guess, she would say that they were on one of the higher levels of the building.

A glimmer of black and silver caught her attention and she saw the fruit of her labours. Her Magi garb disappearing in a flash of gold, Mami collected the Grief Seed off of the dirty ground. She looked over it briefly, the sun reflecting off the silver thorn and flower markings over it. Turning back to Madoka and Sayaka, who were now back to eye level with her, she went over to them and presented the Seed before them. It stayed balanced on its point, a fact the blonde hoped the two wouldn't question her on. "This is a Grief Seed," She explained, "It's the Witch's egg."

"A-an egg?!" Sayaka yelped as she and Madoka gawked at the small thing in her palm.

"Don't worry," Kyubey spoke up from Madoka's arms. "When they're like that, they are perfectly harmless. They're actually very valuable, because of what they'll do."

In her other hand, Mami brought forth her Soul Gem. "The colour of my Soul Gem looks duller than it did before, doesn't it?" The Eighth Graders both saw this to be true. The gem appeared to be faded slightly in colour, the once bright gold now more of a pearl gold, with some kind of blackness at the edges of the gem's casing.

"When a Magi fights, they use up magical energy. However, if I do this with the Grief Seed…" Mami brought her hands close until both her pinky figures were pressing against the other. Then, all the murkiness of the Soul Gem left in a dark cloud and went into the Grief Seed. The gem glowed with power, now a more familiar shade gold.

"Wow…" Sayaka and Madoka said in unison, transfixed.

"And now the magical energy that I used during the fight has been restored," Mami said, smiling slightly at their expressions as she turned her gem into a ring and slipped it onto her figure. She idly glanced at the Grief Seed, which was now a touch darker than before. One more use, she reckoned— "Remember the reward I talked about yesterday? This is it."

"Wait, hold up." Sayaka raised a hand as though she were in a classroom, looking quite befuddled. "You're saying that the reason Magis aren't allies and fight each other...is for _these_?"

Mami instantly understood the question. To an outsider, the reward of a Grief Seed would not seem like a worthy thing for people to fight over. It was Kyubey who answered her, just as she started to lead the girls away. The woman she had rescued earlier would be walking up soon. They followed her whilst Kyubey explained. "It's bad for a Magi to fight with low reserves of magical energy. If you suddenly run out of power completely during a fight, you'll be killed by the Witch in no time at all."

"Grief Seeds also have a certain number of uses before they hatch into new Witches. When that happens, they need to be given to Kyubey." Without any forewarning, Mami came to a stop and the girls stopped behind her. She felt their inquisitive stares bore into her back. The blonde turned and looked down a hallway to their left. With light stretching out only from one doorway, it was otherwise drenched in darkness. "And since this one can take another use, why don't I share it with you?"

The shadows produced the soft, near inaudible sound of footsteps before they grew a head, then shoulders, then a white chest. The shadows then seemed to cling to his form, the rest of him outlined only by the rays of light from the doorway as he came to a stand still. Mami felt a frisson of surprise shot through her as she took in his appearance. He was dressed in a black suit, along with a white shirt and black trousers. He feet were encased in black Prada loafers, the shiny leather reflecting the sunlight. There was a black line across his throat and Mami realised that it was a bowtie. The deep orange rays of the sun illuminating his pale face, equally pale hands hanging at his dark sides, Joshua Martin stood silently.

One of the perks of being a Puella Magi was to be able to feel the magical energy of their fellow Magis. Unlike following a Witch's essence, which required their Soul Gem, a Magi could instinctively feel the other's presence when they were in close proximity. Mami had been aware of him the moment the Labyrinth had dissolved and had decided to wait and see if he would announce himself. When it became clear to her that he was intending to watch them from the shadows, she decided to call him out.

"It's him!" Sayaka hissed, voice suddenly very tight and Mami spared a look over her shoulder to see how the two had reacted. Sayaka's shoulders were tense and she was holding the baseball bat tightly, something akin to panic in her eyes. Madoka was squeezing Kyubey protectively to her chest, looking worried. The blonde sent the pink haired girl a silent thank you for protecting her friend. Turning back to the Brit, she saw that he hadn't moved at all. His face didn't shift an inch, not hinting to any kind of emotion.

Mami said, "Or perhaps sharing is something you abhor?" The blonde had entertained the idea of tossing him the Grief Seed as a sign of good will but had decided against the notion at the last moment. She didn't want to risk the chance of her not getting it back.

"I have not need of it." Joshua Martin answered, his voice low and even, his form still. "And the kill was yours, after all. Whatever you may think of my Master and me, know that we don't to take the rewards of others." He then added with an air of dismissal, over his shoulder as he abruptly turned away, "So keep the spoils of your battle to yourself, however mendacious."

Mami heard the jab, knew that it was aimed at her and felt a spark of anger go off in her chest before she doused it. Just as the Brit took two steps forward, ready to melt away into the shadows, she called out to him. "Wait a moment!"

He stopped but did not turn around.

Mami was not blind to the rare opportunity that was presented to her. She was willing to admit that the—relationship between her fellow Magis was tense, at worst, but the only she truly had any problems with was Homura Akemi. After Madoka and Sayaka left her home yesterday, she had asked Kyubey about the attack he had suffered. He had explained to her that the two had attacked him out of the blue, with no reason that Kyubey knew of, which had inadvertently caused him to cry out for help to Madoka. Kyubey had apologised to her for putting Madoka in danger but Mami had waved it away, saying that there was nothing to forgive.

Truthfully, she was livid that someone had actually had the nerve to harm Kyubey. After everything he does for people, for all the people whose hopes and dreams he makes a reality, the last thing he ever deserved was to be harmed.

But Kyubey had explained the attack in detail, as he did with most things, and Mami's anger did not cloud her to the fact that Joshua Martin himself had not harmed Kyubey. He, according to her friend, had merely followed behind his attacking Master. Joshua Martin was guilty of association, that was undeniable and very clear to Mami, but it had been Homura Akemi who had mercilessly harmed after Kyubey.

It was these facts that made Mami stop the boy from leaving.

If she ever got a chance to speak with Akemi, without the boy being present—well, she'd cross that bridge when she got to it.

But right now, she had a chance to understand her classmate. If she could understand him, get some hints to his and Akemi's motives, then maybe—

"What do you want?" Joshua asked, bringing Mami back to the world. His tone offered no hint of hostility.

Taking that as a good sign, the blonde took a breath, then asked the first question that came to mind. "Why are here? Where you hoping to fight the Witch yourself, or were you simply watching us from afar?"

She was honestly surprised when he answered her. "My Master ordered me to follow you, to ensure that no harm would come to those two. If anything were to of gone wrong, then I would have then stepped in to protect them. Other than that, I was merely observing."

"Why you? Why not Akemi-san herself?"

"My Master has her reasons. Even if I knew, I'm not at liberty to say." The Brit turned his head, looking over his shoulder at her. Even with the distance between them, Mami could feel the weight of his impassive gaze as it rested on her. "Is that all?"

Mami pursed her lips. She knew that to question Joshua Martin would like walking through a minefield. If she made one wrong move it would be over, and she still had no idea how powerful the boy was or what was the extent of his magic. She would have to tread lightly.

Honesty was always good. She decided to be so for her next question. "I was hoping that you and I could at least come to an understanding, Martin-san. We're both classmates, not to mention experienced Magis. I understand that you have some loyalties to Akemi-san, but surely that doesn't mean that you and I can't be on civil terms with each other."

He stared at her for a few seconds, face as stoic as a marble statue, before he looked away and faced the darkness. When he spoke, it was quiet but firm. "While I appreciate your wish for being civil, you should abandon any illusions of thinking we can be friends." There wasn't even a hint of sadness in his tone. It was cold, factual. "We can't, not ever. I had no such intentions in mind. I'm quite certain my Master feels the same way."

Mami winced. While she had expected the answer, actually hearing it hurt. She wondered how many other Puella Magi, who had passed through Mitakihara, had said more or less the same thing when she had extended her hand. "I see," She murmured.

"Oh get over yourself!" Mami jumped at Sayaka's sudden exclamation, turning to face the younger girl. The blue haired girl was pointing her bat at the Brit like it was a sword. "You and the transfer student just got to this city and you think you're too good to be allied with Mami-san?! You should be grateful that someone like her is even offering to be nice to somebody like _you!"_ Mami was quite surprised to hear true disgust on the girl's tone, perhaps even hate, seemingly directed right at him.

"I don't recall asking for your opinion, Sayaka Miki." Said Joshua, very lightly, so soft that it was almost inaudible. The temperature of the area suddenly felt much, much colder. He surprised her by turning his body around, fully facing them. He looked at Sayaka, who twitched and promptly lowered her bat and then at Madoka, who whimpered quietly and pulled Kyubey closer to herself. His eyes stayed on Madoka as if he were evaluating her.

Something lurched in Mami's chest, a horrible sickly feeling clogging her lungs. She flexed her hands, readying herself to produce rifles if she had to.

Her fears were proven wrong as he said stoically. "You two should stop while you're ahead."

He was speaking to Madoka and Sayaka, and it was the former (to Mami's hidden surprise) who replied quietly. "Stop what?"

"Stop being so interested with this world Mami Tomoe, my Master and I inhabit. The deeper you go, the harder with will be for you to have a normal life." He didn't seem interested in getting an answer for he then looked at Mami. His impassive face broke when their eyes met. His thin lips twisted into a grimace. "And you should stop keeping company with Mami Tomoe. She is wrong, _false."_

Confusion and indignation clashed violently in Mami's chest and she frowned, abandoning her attempts to hide her emotions from the Brit. "What is that supposed to mean?" She couldn't help it if her eyes had lost their warmth or her voice had become colder.

"You are wrong about so many things."

"Such as?"

"Too many things." He half turned his body away, keeping eye contact with her. His voice was like steel when he stated. "You could start to rectify that by being more honest with them, and yourself."

"I have been utterly honest with these two!" Mami exclaimed, the words tumbling from her mouth before she could stop them. She didn't understand at all, where was all this coming from? And what on Earth did he mean with herself?! "I've told them what to expect, of the creature inside the Labyrinth, that-"

"That's not what I'm talking about and you know it." Turning away fully, his back once against facing her, he said over his shoulder with clear contempt. "You need to stop pretending to be a hero."

As he walked away and melted into the darkness, his last words echoed in her head. "There is no such thing as heroes. They do not exist."

Gradually, the sounds of his footsteps faded away into nothingness.

"Seriously!" Sayaka hissed after a small moment of silence, raising a fist in frustration. "He's as bad as Kamadeta!"

Mami resisted the urge to show her emotional response to _that_ particular statement as she turned to Madoka, who sadly asked. "I don't understand. Why wouldn't he want to be friends with you, Mami-san?"

The blonde felt her heart swell with warmth at the words, for they implied that she was a good person in the girl's eyes. That she was someone worth being a friend. She was fairly certain that there was nobody on Earth that could compare to the kindness that Madoka Kaname had.

But sadly, it did little against the feelings that were starting to brew in her stomach.

With a sad sigh, she looked back at the space where her classmate had stood and stated. "Friendship only works if you both want it."

* * *

With the gentlest of shakes from Mami, the woman awoke. Blearily, she looked at the blonde and her surroundings before her eyes shoot open in horror. She clung to Mami in panic and Sayaka realised that she, somewhat, remembered trying to kill herself.

Mami took her terror in amazing stride, calmly comforting the woman and holding her much like a mother would a frightened child.

Sayaka felt a smile tug at her lips. "Guess that's it, case closed."

"Yeah," Madoka's reply was distant, distracted even. Turning to look at her, Sayaka saw that her pink eyes were sparkling at the scene before them. Madoka then faced her, flashing her a smile. "Mami-san's amazing! She's so cool!"

For a moment, Sayaka found herself incapable of breathing. Madoka's smiles tended to have that effect on her, along with the sudden swell of warmth in her chest. Her smile turned into a hearty grin. "Yeah, incredibly cool."

Stricken by a sudden, unexplainable urge to be closer with her dear friend, the cornflower hair girl closed the distance between them by drawing Madoka into a one arm hug. Her surprised squeal was the underscore to Sayaka's laughter. "Think of it Madoka! Once we know what to wish for, you and I will be heroes just like Mami-san!"

Sayaka could see it plain as day. She could she herself and Madoka, standing high on a building lite by sunset. Her with a cape that flowed in the air and Madoka in that dress she had shown them earlier. Instead of bursting into laughter like she had before, the thought made her incredibly happy.

 _"There is no such thing as heroes. They do not exist."_

Sayaka stamped the echo to dust, nuzzling Madoka's giggling face. Joshua Martin was wrong, dead wrong.

Heroes did exist.

She knew because she was friends with one.

* * *

 _~Ring~_

"Master."

"Report."

"They're both alright."

"And Mami Tomoe?"

"Alive and stable."

"Good."

"..."

"...Where are you?"

"I have a small errand to run, I will be back soon."

"Fine."

"Till then, Master."

 _Beep._

Homura Akemi returned the phone to its holder, rolled her head and shoulders so her stiff joints popped, turned and walked to the kitchen to start dinner.

* * *

Lights hummed, insects buzzed and the graves were silent.

They had been that way ever since they had first been placed into the cold earth. They had been that way ever since the coffins had been lowered into the cold earth. They had been that way as days turned into weeks turned into months turned into years.

They had remained that way even as they became covered with moss and as insects crawled over them.

And now, at this moment, they remained that way as the girl stood before them. She was dressed in her school uniform, her hair golden drills, her golden eyes sad.

She greeted them as Mother and Father.

She apologized for not having been around lately due to school. She told them all about the two new friends she had made at school, how happy she was with them. How the loneliness she felt was lessened with their presence.

But it was not enough. Anyone present could have seen that the girl was still so lonely, still so sad.

The girl lamented of the two bad people who made her upset. How they were trying to take her new friends. How they treated her badly without any just reason and how they said things with such cold certainty that it shook her right to her core. She cried as she told them about how she was, according to them, going to lead her friends to an early grave.

The slabs of cold granite were silent as the girl fell to her knees, cold grass kissing her skin. They did not so much as twitch as she pressed her forehead to their rough surface, as she stressed how much she was _trying_ and how _desperate_ she was to not be alone again.

Mami Tomoe asked, in a broken, piteous voice, if it was so wrong of her to not be lonely.

The silence of the graves was soul crushing.

* * *

There was no hope.

There was no way out.

Mizuki Murakami knew this to be true.

Her days were blurred, their beginnings and their endings meaningless to her within the confines of her new world. It began with the cold metal wall behind her, and ended with the cold metal wall a few small feet before her. The drugs that rocked her system were destroying her perception of time. Was it night or was it day in the world she blearily remembered outside those metal walls?

A new, growing part of her threw away these wonders. This new part of her, growing stronger and stronger each day as her memories of things grew more and more distant, was born from the drugs.

Mizuki Murakami knew this but could do nothing to alter it. The cold bite of the handcuffs around her wrists reminded her of that.

She was withering away, force-fed at odd hours and loaded with drugs at others. Every second of every hour of every day saw a little bit more of her crumble away like rotten leaves of a drying tree.

Mizuki Murakami was aware of this and knew she would be the only one to see her passing.

Soon she would be nameless meat for the men to toss around, the same men who lured her away with false words and deception. Soon she would pay the price of her own foolishness and really, it was her own fault. Who in their right mind believes random strangers?

Sometimes, she heard noises. Outside, beyond the walls. People, completely oblivious to her and her world.

She envied their lives.

She hated their obliviousness.

She begged for their help.

Nothing.

Night: Scrapping, as though something was scratching the outside. An animal?

It didn't matter.

Nothing mattered.

There was no hope.

There was no way out.

And all Mizuki Murakami could do was wait for oblivion or death.

Whichever came first.

* * *

He stood before the lorry, running the palm of his thumb against the nails of his fingers. They felt (sharp) long, he should cut them.

More than twenty (whores) people could be put inside.

Humans were such disgusting creatures.

 _Crack_

 _Crack_

He braced himself against the lorry, body locking up. It wanted to come out so badly, it was so close, right under his _skin_ -

( _ **LETMEOUT**_ )

The sound of flesh on metal silenced the darkness.

Joshua Martin turned and walked away, ignoring the laughter ( _ **hehhehhehhehheh**_ ) that echoed in the void and the numbness filling his (heart) left hand.

* * *

 **And done.**

 **Reads much better, in my opinion. Especially Mami's character, which I like far better than what I had come up with before. I just went ahead and came up with my own thing.**

 **Please like and review, tell me if you like the changes or not, and till next time!**


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